Registration Statement Contract Clauses (3,233)

Registration Statement. Purchase and Sale of the Securities 1 3. Representations and Warranties of the Company 2 4. Further Agreements of the Company 8 5. Certain Agreements of the Underwriters 11 6. Conditions of Underwriters' Obligations 11 7. Indemnification and Contribution 13 8. Effectiveness of Agreement 16 9. Termination 16 10. Defaulting Underwriter 16 11. Payment of Expenses 17 12. Persons Entitled to Benefit of Agreement 17 13. Survival 18 14. Certain Defined Terms 18 15. Compliance with USA Patriot Act 18... 16. Miscellaneous 18 ANNEX Annex A — Time of Sale Information Annex B — Form of Pricing Term Sheet Annex C — Form of Opinion of Counsel for the Company Annex D — Form of Certificate for Chief Financial Officer of the Company Annex E — Form of Opinion of Assistant General Counsel of the Company (i) The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows: 1. 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. 333-216463), including a prospectus, relating to the Securities. At or prior to 5:09 p.m., New York City time, on March 9, 2017, the time when sales of the Securities were first made (the "Time of Sale"), the Company had prepared the following information (collectively, the "Time of Sale Information"): a Preliminary Prospectus (as defined below) dated March 9, 2017, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed under the caption "Time of Sale Information" on Annex A hereto. View More

Registration Statement. The Registration Statement is current and effective. B. Representations Regarding Company. Except as set forth in any Public Reports and attached exhibits, or under the corresponding section of the Disclosure Schedules, if any, Company hereby represents and warrants to, and as applicable covenants with, Investor as of the Closing: 6 1. Capitalization. The capitalization of the Company as of the Effective Date is as described in the Public Reports or Disclosure Schedules. No Person has any right... of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents which has not been waived or satisfied. Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or securities convertible into or exercisable for shares of Common Stock. The issuance and sale of the Shares will not obligate Company to issue shares of Common Stock or other securities to any Person, other than Investor, and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange, or reset price under such securities. All of the outstanding shares of capital stock of Company are validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of Company or others is required for the issuance and sale of the Shares. There are no existing or contemplated subscription or investment agreements, stockholder agreements, voting agreements or other similar agreements with respect to Company's capital stock to which Company is a party or, to the knowledge of Company, between or among any of Company's stockholders. View More

Registration Statement. The Registration Statement is current and effective. B. Representations Regarding Company. Except as set forth in any Public Reports and attached exhibits, or under the corresponding section of the Disclosure Schedules, if any, Company hereby represents and warrants to, and as applicable covenants with, Investor as of the Closing: 6 1. Capitalization. The capitalization of the Company as of the Effective Date is as described in the Public Reports or Disclosure Schedules. No Person has any right... of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents which has not been waived or satisfied. Except as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or securities convertible into or exercisable for shares of Common Stock. The issuance and sale of the Shares will not obligate Company to issue shares of Common Stock or other securities to any Person, other than Investor, and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange, or reset price under such securities. All of the outstanding shares of capital stock of Company are validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of Company or others is required for the issuance and sale of the Shares. There are no existing or contemplated subscription or investment agreements, stockholder agreements, voting agreements or other similar agreements with respect to Company's capital stock to which Company is a party or, to the knowledge of Company, between or among any of Company's stockholders. View More

Registration Statement. Purchase and Sale of the Securities 2 3. Representations and Warranties of the Company 3 4. Further Agreements of the Company 11 5. Certain Agreements of the Underwriters 14 6. Conditions of Underwriters' Obligations 15 7. Indemnification and Contribution 17 8. Effectiveness of Agreement 20 9. Termination 20 10. Defaulting Underwriter 20 11. Payment of Expenses 21 12. Persons Entitled to Benefit of Agreement 22 13. Survival 22 14. Certain Defined Terms 22 15. Compliance with USA Patriot Act 22... 16. Miscellaneous 22 17. Recognition of the U.S. Special Resolution Regimes 23 ANNEX Annex A — Time of Sale Information Annex B — Form of Pricing Term Sheet Annex C — Form of Opinion of Counsel for the Company Annex D — Form of Certificate for Chief Financial Officer of the Company Annex E — Form of Opinion of Assistant General Counsel of the Company The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows: 1. 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. 333-216463), including a prospectus, relating to the Securities. At or prior to 4:25 p.m., New York City time, on October 21, 2019, the time when sales of the Securities were first made (the "Time of Sale"), the Company had prepared the following information (collectively, the "Time of Sale Information"): a Preliminary Prospectus (as defined below) dated October 21, 2019, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed under the caption "Time of Sale Information" on Annex A hereto. View More

Registration Statement. Company agrees to register the Shares and the Warrants Shares in a registration statement and to file such registration statement within 120 days of the Closing Date.

Registration Statement. Within 90 days of the date hereof, the Company shall prepare and file with the Commission a registration statement under the Securities Act including the shares of Common Stock issuable pursuant to the terms of the Notes. Within 45 days of the date of the issuance of Warrants in accordance with Section 1(c) hereof, the Company shall prepare and file with the Commission a registration statement under the Securities Act including the Warrants and the shares of Common Stock issuable upon exercise... of the Warrants. View More

Registration Statement. Within 90 days of the date hereof, the Company shall prepare and file with the Commission a registration statement under the Securities Act including the shares of Common Stock issuable pursuant to the terms of the Notes. Within 45 days of the date of the issuance of Warrants in accordance with Section 1(c) hereof, the Company shall prepare and file with the Commission a registration statement under the Securities Act including the Warrants and the shares of Common Stock issuable upon exercise... of the Warrants. View More

Registration Statement. Purchase and Sale of the Securities 2 3. Representations and Warranties of the Company 3 4. Further Agreements of the Company 11 5. Certain Agreements of the Underwriters 14 6. Conditions of Underwriters' Obligations 15 7. Indemnification and Contribution 17 8. Effectiveness of Agreement 20 9. Termination 20 10. Defaulting Underwriter 20 11. Payment of Expenses 21 12. Persons Entitled to Benefit of Agreement 22 13. Survival 22 14. Certain Defined Terms 22 15. Compliance with USA Patriot Act 22... 16. Miscellaneous 22 17. Recognition of the U.S. Special Resolution Regimes 23 ANNEX Annex A — Time of Sale Information Annex B — Form of Pricing Term Sheet Annex C — Form of Opinion of Counsel for the Company Annex D — Form of Certificate for Chief Financial Officer of the Company Annex E — Form of Opinion of Assistant General Counsel of the Company The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows: 1. 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. 333-216463), including a prospectus, relating to the Securities. At or prior to 4:25 p.m., New York City time, on October 21, 2019, the time when sales of the Securities were first made (the "Time of Sale"), the Company had prepared the following information (collectively, the "Time of Sale Information"): a Preliminary Prospectus (as defined below) dated October 21, 2019, and each "free-writing prospectus" (as defined pursuant to Rule 405 under the Securities Act) listed under the caption "Time of Sale Information" on Annex A hereto. View More