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 An automatic shelf registration statement on Form S-3 (File No. 333-184382), including a prospectus (the "Base Prospectus") relating to the Securities, has prepared and been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, amended (the "Securities Act"), and the rules and regulations of the Commission thereunder (collectively, promulgated thereunder, and has become effective under the "Securities Act"), a registration ...statement on Form S-3 (File No. 333-232488), including a prospectus, relating to the Shares. Securities Act. Such registration statement, as amended at the time it became effective, amended, including the information, if any, deemed pursuant any prospectus supplement relating to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) 424 under the Securities Act and the prospectus included in the Registration Statement at the time any other information deemed to be part of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated such registration statement pursuant to Rule 462(b) 430B under the Securities Act (the "Rule 462 Registration Statement"), then Act, is hereinafter referred to as the "Registration Statement." The Base Prospectus, as supplemented by the prospectus supplement dated January 29, 2013 to reflect the final terms of the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement to the Base Prospectus which describes the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Preliminary Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any the Base Prospectus, the Preliminary Prospectus Prospectus, or the Prospectus shall be deemed to refer to and include the documents that were filed by the Issuer on or prior to the respective dates thereof under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission promulgated thereunder, and incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Statement, the Base Prospectus or the date of such the Preliminary Prospectus or the Prospectus, as the case may be, be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, any the Base Prospectus, a Preliminary Prospectus Prospectus, or the Prospectus shall be deemed to refer to and include the filing of any documents filed after such date document under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated therein by reference therein. after the respective dates thereof. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. References herein to the Preliminary Prospectus and the Time of Sale Information shall be deemed to refer to and include the preliminary Canadian prospectus dated January 29, 2013 (the "Preliminary Canadian Prospectus") and references herein to the Prospectus shall be deemed to refer to and include the Canadian prospectus dated the date hereof (the "Final Canadian Prospectus"). At or prior to the Applicable Time (as defined below), time when sales of the Securities were first made (the "Time of Sale"), the Company had prepared the following information (collectively with (collectively, the pricing information set forth on Annex A, "Time of Sale Information"): the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing "free writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020. hereto as constituting part of the Time of Sale Information. View More
Registration Statement. The Company An automatic shelf registration statement on Form S-3 (File No. 333-184382), including a prospectus (the "Base Prospectus") relating to the Securities, has prepared and been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, amended (the "Securities Act"), and the rules and regulations of the Commission thereunder (collectively, promulgated thereunder, and has become effective under the "Securities Act"), a registration ...statement on Form S-3 (File No. 333-232488), including a prospectus, relating to the Shares. Securities Act. Such registration statement, as amended at the time it became effective, amended, including the information, if any, deemed pursuant any prospectus supplement relating to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) 424 under the Securities Act and the prospectus included in the Registration Statement at the time any other information deemed to be part of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated such registration statement pursuant to Rule 462(b) 430B under the Securities Act (the "Rule 462 Registration Statement"), then Act, is hereinafter referred to as the "Registration Statement." The Base Prospectus, as supplemented by the prospectus supplement dated March 4, 2014 to reflect the final terms of the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement to the Base Prospectus which describes the Securities and the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Preliminary Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any the Base Prospectus, the Preliminary Prospectus Prospectus, or the Prospectus shall be deemed to refer to and include the documents that were filed by the Company on or prior to the respective dates thereof under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission promulgated thereunder, and incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Statement, the Base Prospectus or the date of such the Preliminary Prospectus or the Prospectus, as the case may be, be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, any the Base Prospectus, a Preliminary Prospectus Prospectus, or the Prospectus shall be deemed to refer to and include the filing of any documents filed after such date document under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated therein by reference therein. after the respective dates thereof. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. References herein to the Preliminary Prospectus and the Time of Sale Information (as defined below) shall be deemed to refer to and include the preliminary Canadian prospectus dated March 4, 2014 (the "Preliminary Canadian Prospectus") and references herein to the Prospectus shall be deemed to refer to and include the Canadian prospectus dated the date hereof (the "Final Canadian Prospectus"). 2 At or prior to the Applicable Time (as defined below), time when sales of the Securities were first made (the "Time of Sale"), the Company had prepared the following information (collectively with (collectively, the pricing information set forth on Annex A, "Time of Sale Information"): the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing "free writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020. hereto as constituting part of the Time of Sale Information. View More
Registration Statement. The Company has 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. 333-230883, 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 November 9, 2020 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 2 have the meanings given to such terms in the Registration Statement and the Prospectus. At or The "Time of Sale Information" shall mean collectively: (i) the Preliminary Prospectus, dated November 9, 2020 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., 3:05 P.M. New York City time, time on October 21, 2020. November 9, 2020, the time when sales of the Securities were first made. View More
Registration Statement. (a) The Company has Companies and the Guarantor have prepared and filed with the Securities and Exchange Commission (the "Commission") an automatic shelf registration statement on Form S-3, File No. 333-233213, 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 p...ost-effective amendments 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 December 7, 2021 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 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 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 Companies 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, 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," "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, as amended or supplemented 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. (c) "Applicable Time" means 7:00 3:00 P.M., New York City time, time on October 21, 2020. December 7, 2021, the time when sales of Securities were first made. View More
Registration Statement. The Company has and the Guarantor 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"), a registration statement on Form S-3 (File No. 333-232488), Nos. 333-187016 and 333-187016-01), including a base prospectus, relating to debt securities of the Shares. Company and related guarantees of the Guarantor. Such registration s...tatement, 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 430B Information"), is referred to herein as the "Registration Statement"; and Statement." The base prospectus dated March 1, 2013 (the "Base Prospectus"), as used herein, supplemented by 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 supplement dated March 6, 2013 relating 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 Guarantee in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If Securities (the "Prospectus Supplement") is hereinafter referred to as the Company has filed an abbreviated registration statement pursuant "Prospectus." The Base Prospectus, as supplemented by the preliminary prospectus supplement dated March 6, 2013 relating to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein and 2 the Guarantee and used prior to the term "Registration Statement" shall be deemed filing of the Prospectus (the "Preliminary Prospectus Supplement") is hereinafter referred to include such Rule 462 Registration Statement. as the "Preliminary Prospectus." Any reference in this underwriting agreement (this "Agreement") Agreement to the Registration Statement, any the 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," "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 2:30 p.m., New York City time, on March 6, 2013, the Applicable Time (as defined below), time when sales of the Securities were first made (the "Time of Sale"), the Company had prepared the following information (collectively with (collectively, the pricing information set forth on Annex A, "Time of Sale Information"): the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020.View More
Registration Statement. (a) The Company has Companies and the Guarantor have prepared and filed with the Securities and Exchange Commission (the "Commission") an automatic shelf registration statement on Form S-3, File No. 333-233213, 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 p...ost-effective amendments 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 June 17, 2020 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 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 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 Companies 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, 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 (b) The "Pricing Disclosure Package" shall mean, collectively: (i) the Preliminary Prospectus, as amended or supplemented 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. (c) "Applicable Time" means 7:00 3:10 P.M., New York City time, on October 21, 2020. June 17, 2020, the time when sales of Securities were first made. 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 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 16, 2016 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 Companies 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 The "Time of Sale Information" shall mean collectively: (i) the Preliminary Prospectus, dated May 16, 2016 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. 2 "Applicable Time" means 7:00 P.M., 3:45 p.m. New York City time, time on October 21, 2020. May 18, 2016, the time when sales of the Securities were first made. 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 October 4, 2018 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 October 4, 2018 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., 3:10 P.M. New York City time, time on October 21, 2020. 4, 2018, the time when sales of the Securities were first made. 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-____), including a prospectus, relating to the Shares. Public Units, the Public Warrants, the Public Rights and Ordinary Shares included therein. Such registration statement, as amended at the ti...me 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. Public Units. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus. At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): a Preliminary Prospectus dated October 20, 2020 and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto. [__], 2022. "Applicable Time" means 7:00 P.M., [[_] A/P.M. ], New York City time, on October 21, 2020. [____] [__], 2022. View More
Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations ("Rules and Regulations") of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (File No. 333-232488), 333-228342), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deem...ed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; Statement." As used in this Agreement: (a) "Applicable Time" means 6:45 P.M., New York City time, on November 28, 2018; (b) "Effective Date" means any date as of which any part of the Registration Statement became effective under the Securities Act in accordance with the Rules and Regulations; (c) "General Use Issuer Free Writing Prospectus" means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors as evidenced by its being so specified in Annex A to this Agreement; (d) "Issuer Free Writing Prospectus" means any "free writing prospectus" (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used herein, or referred to by the term Company in connection with the offering of the Shares; (e) "Preliminary Prospectus" means each the base prospectus included in such registration statement (and the Registration Statement together with any amendments thereto) before effectiveness, any preliminary prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(a) under 424(b) of the Securities Act Act; (f) "Pricing Disclosure Package" means, as of the Applicable Time, the most recent Preliminary Prospectus dated November 28, 2018 together with any General Use Issuer Free Writing Prospectus filed or used by or on behalf of the Company on or before the Applicable Time as permitted by this Agreement and the information, if any, included on Exhibit E hereto; and 2 (g) "Prospectus" means the base prospectus included in the Registration Statement at together with the time of its effectiveness that omits Rule 430 Information, and final prospectus supplement relating to the term "Prospectus" means Shares filed with the prospectus in the form first used (or made available upon request of purchasers Commission pursuant to Rule 173 under 424(b) of 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. Act. Any reference in this underwriting agreement (this "Agreement") Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any be. Any reference to "amend," "amendment" or "supplement" with respect the "most recent Preliminary Prospectus" shall be deemed to refer to the base prospectus included in the Registration Statement, together with the latest preliminary prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424(b) prior to or on the date hereof (including, for purposes hereof, any documents incorporated by reference therein prior to or on the date hereof). Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents document 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"), after the "Exchange Act") that are deemed to be date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference therein. Capitalized terms used but not defined herein in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall have be deemed to include any annual report of the meanings given Company on Form 10-K filed with the Commission pursuant to such terms Section 13(a) or 15(d) of the Exchange Act after the Effective Date that is incorporated by reference 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
