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 A registration statement on Form S-3 (Registration No. 333-186257), including a prospectus (the "Base Prospectus") relating to the Securities, has prepared and been 1 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 and has become effective under the Securities Act. Such registration statement on Form S-3 (File No. 333-23...2488), statement, including a prospectus, any prospectus supplement relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) 424 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 a prospectus supplement 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 "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement 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 a "Preliminary Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer or the date of such Preliminary Prospectus Guarantor on or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer and the Guarantor had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 May 8, 2013, 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. 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), 333-210424), 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 underwriting agreement (this "Agreement"): (a) "Applicable Time" means 6:30 P.M., New York City time, on November 28, 2017; (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, 2017 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 D hereto; and (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
Registration Statement. The Company A registration statement on Form S-3 (Registration No. 333-209122), 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 1 of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a and has become effective under the Securities Act. Such registration statement on Form S-3 (File No. 333-23...2488), statement, including a prospectus, any prospectus supplement relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) 424 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 a prospectus supplement 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 "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement 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 a "Preliminary Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer or the date of such Preliminary Prospectus Guarantor on or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer and the Guarantor had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 August 7, 2018, 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. The Company A registration statement on Form S-3 (Registration No. 333-186257), 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, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a and has become effective under the Securities Act. Such registration statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) 424 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 a prospectus supplement 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 "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement 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 a "Preliminary Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer or the date of such Preliminary Prospectus Guarantor on or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer and the Guarantor had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 January 13, 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.View More
Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-256605), covering the registration of the Shares under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the amended (the "Securities Act"), a Act"). The registration statement on Form S-3 (File No. 333-232488), including a prospectus, relating to (including the Shares. Such registration sta...tement, exhibits thereto and schedules thereto, if any) as amended at the time it became effective, including or, if a post-effective amendment has been filed with respect thereto, as amended by such post-effective amendment at the information, if any, time of its effectiveness (including in each case the information (if any) deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the such registration statement at the time of its effectiveness ("Rule 430 Information"), pursuant to Rule 430A and/or Rule 430B under the Securities Act), is hereinafter referred to herein as the "Registration Statement"; Statement." The term "Effective Date" shall mean each date that the Registration Statement and as used herein, any post-effective amendment or amendments thereto became or become effective. The term "Base Prospectus" shall mean the prospectus contained in the Registration Statement at the Effective Date. The term "Preliminary Prospectus" "Prospectus" means each the Base Prospectus together with the final prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus supplement to the Base Prospectus to be filed with the Commission pursuant to Rule 424(a) 424(b) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term "Prospectus" means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated Act. Any registration statement filed pursuant to Rule 462(b) under the Securities Act (the is herein referred to as the "Rule 462 462(b) Registration Statement"), then any reference herein to Statement," and after such filing the term "Registration Statement" shall include the Rule 462(b) Registration Statement. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, (a) any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein and (b) the copy of any such Registration Statement, or Prospectus filed with the Commission 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, its Electronic Data Gathering, Analysis 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. Retrieval 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 the Base Prospectus dated October 20, 2020 May 28, 2021 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., 5:00 p.m., New York City time, on October 21, 2020. 12, 2022. View More
Registration Statement. The Company A registration statement on Form S-3 (Registration No. 333-186257), 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, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a and has become effective under the Securities Act. Such registration statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) 424 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 a prospectus supplement 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 "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement 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 a "Preliminary Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer or the date of such Preliminary Prospectus Guarantor on or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer and the Guarantor had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 January 6, 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 P.M., New York City time, on October 21, 2020.View More
Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") 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), 333-237980), including a prospectus, the related prospectus (the "Basic Prospectus"), relating to the Shares. Such debt securities to be issued from time to time by the Company. Th...e Company has also filed, or proposes to file, with the Commission pursuant to Rule 424 under the Securities Act a prospectus supplement specifically relating to the Securities. The 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"), effectiveness, is referred to herein as the "Registration Statement"; and as Statement". 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 Basic Prospectus as supplemented by the prospectus supplement specifically relating to the Securities in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If Securities. The term "Preliminary Prospectus" means the Company has filed an abbreviated registration statement pursuant preliminary prospectus supplement specifically relating to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference together with the Basic Prospectus. References herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, Act (excluding the Statement of Eligibility and Qualification on Form T-1), as of the effective date of the Registration Statement or the date of such Basic Prospectus, Preliminary Prospectus or the Prospectus, as the case may be, be. The terms "supplement," "amendment" and any reference to "amend," "amendment" or "supplement" "amend" as used herein with respect to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that subsequent to the date of this Agreement which 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 4:18 p.m. New York City time on the Applicable Time (as defined below), date hereof (being 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 June 4, 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. hereto as constituting part of the Time of Sale Information. View More
Registration Statement. (a) The Company has and Parent have prepared and filed with the Securities and Exchange Commission (the "Commission") "Commission" or "SEC") 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), 333-209819), including a prospectus, relating to the Shares. Securities. 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"; Statement," and the related prospectus dated February 29, 2016 filed as part of the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is hereinafter referred to as the "Basic Prospectus"; and as used herein, the term "Preliminary Prospectus" means each the preliminary prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed supplement to the Basic Prospectus relating to the Securities which is used prior to the filing of the Final Prospectus, together with the Commission Basic Prospectus; and as used herein, the term "Final Prospectus" means the prospectus supplement to the Basic Prospectus relating to the Securities that was first filed pursuant to Rule 424(a) under 424(b) after the Securities Act and Applicable Time, together with 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. Basic Prospectus. 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 the Basic Prospectus, the Preliminary Prospectus or the Final 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 issue date of such the Basic Prospectus, the Preliminary Prospectus or the Final Prospectus, as the case may be, and any reference to "amend," "amend", "amendment" or "supplement" with respect to the Registration Statement, any the Basic Prospectus, the Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Final Prospectus. At or prior to 4:00 P.M., New York City time, on May 14, 2018, the Applicable Time (as defined below), time when sales of the Securities were first made (the "Applicable Time"), the Company had prepared the following information (collectively with information: the pricing information set forth on Annex A, Basic Prospectus, 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) Free Writing Prospectus listed on Annex A hereto. "Applicable Time" means 7:00 P.M., New York City time, on October 21, 2020. hereto (collectively, the "Disclosure Package"). As used in this Agreement, "misrepresentation", "material fact", and "material change" shall have the meanings given to such terms under the securities laws of the United States. View More
Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a an automatic shelf registration statement on Form S-3 (File No. 333-232488), 333-237980), including a prospectus, the related prospectus (the "Basic Prospectus"), relating to the Shares. Such debt securities to be issued from time to time by the Company. Th...e Company has also filed, or proposes to file, with the Commission pursuant to Rule 424 under the Securities Act a prospectus supplement specifically relating to the Securities. The 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"), effectiveness, is referred to herein as the "Registration Statement"; and as Statement". 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 Basic Prospectus as supplemented by the prospectus supplement specifically relating to the Securities in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If Securities. The term "Preliminary Prospectus" means the Company has filed an abbreviated registration statement pursuant preliminary prospectus supplement specifically relating to Rule 462(b) under the Securities Act (the "Rule 462 Registration Statement"), then any reference together with the Basic Prospectus. References herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, Act (excluding the Statement of Eligibility and Qualification on Form T-1), as of the effective date of the Registration Statement or the date of such Basic Prospectus, Preliminary Prospectus or the Prospectus, as the case may be, be. The terms "supplement," "amendment" and any reference to "amend," "amendment" or "supplement" "amend" as used herein with respect to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") that subsequent to the date of this Agreement which 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 4:10 p.m. New York City time on the Applicable Time (as defined below), date hereof (being 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 May 25, 2021, 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. View More
Registration Statement. The Company A registration statement on Form S-3 (Registration No. 333-209122), 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, and the rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a and has become effective under the Securities Act. Such registration statement on Form S-3 (File No. 333-2324...88), statement, including a prospectus, any prospectus supplement relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness ("Rule 430 Information"), is referred to herein as the "Registration Statement"; and as used herein, the term "Preliminary Prospectus" means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) 424 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 a prospectus supplement 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 "Final Prospectus." The Base Prospectus, as supplemented by any preliminary prospectus supplement 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 a "Preliminary Prospectus." Any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462 Registration Statement. Any reference in this underwriting agreement (this "Agreement") to the Registration Statement, any the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated that were filed by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement Issuer or the date of such Preliminary Prospectus Guarantor on or the Prospectus, as the case may be, and any reference to "amend," "amendment" or "supplement" with respect prior to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date respective dates thereof under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") Act"), and incorporated by reference therein, excluding any documents or portions of such documents that are deemed under the rules and regulations of the Commission under the Securities Act not to be incorporated by reference therein. Capitalized therein; and any reference herein to the terms used but not defined herein shall have the meanings given "amend," "amendment" or "supplement" with respect to such terms in the Registration Statement Statement, the Base Prospectus, a Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the Prospectus. filing of any document under the Exchange Act deemed to be incorporated therein by reference after the respective dates thereof. At or prior to the Applicable Time (as defined below), time when sales of the Company Securities were first made (the "Time of Sale"), the Issuer and the Guarantor had prepared the following information (collectively with the pricing information set forth on Annex A, the "Pricing Disclosure Package"): (the "Time of Sale Information"): a Preliminary Prospectus dated October 20, 2020 January 3, 2019, 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
