Agreement and Registration Statement Clause Samples

Agreement and Registration Statement. Subadviser will adhere to all specific provisions in this Agreement and in The Vantagepoint Funds’ current Registration Statement on Form N-1A as it may be amended and updated from time to time and filed with the SEC on Form N-1A (“Registration Statement”). The Registration Statement is hereby incorporated by reference and made a part of this Agreement.
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Agreement and Registration Statement. Subadviser will adhere to all specific provisions in this Agreement and in The Vantagepoint Funds’ current Registration Statement on Form N-1A as it may be amended and updated from time to time and filed with the Securities and Exchange Commission (“SEC”) on Form N-1A (“Registration Statement” and together with the documents and items described in paragraph (a) of this Section 4, “Fund Policies”)). The Registration Statement is hereby incorporated by reference and made a part of this Agreement. Client agrees to provide Subadviser with copies of any amendments to the Registration Statement that are applicable to the Account within five (5) business days after the date on which such amendments or related filings are made with the SEC or other regulatory body.
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Agreement and Registration Statement. Subadviser will adhere to all specific provisions in this Agreement and in the Funds' current Registration Statement on Form N-1A ("Registration Statement), as such Registration Statement may be amended and updated from time to time and filed with the Securities and Exchange Commission. The Registration Statement is hereby incorporated by reference and made a part of this Agreement. The Client shall give written notice to the Subadviser of any amendments to the Registration Statement, which amendments, upon their receipt by Subadviser, shall be binding on Subadviser. However, Subadviser shall only be required to adhere to such specific provisions of the Registration Statement and any amendments thereto, that are applicable to Subadviser and the Account and solely to the extent copies of such specific provisions have been provided and described to Subadviser by Client.
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Agreement and Registration Statement. Subadviser will adhere to all specific provisions in this Agreement and in The Vantagepoint Funds’ current Registration Statement on Form N-1A as they relate to the investment objective, strategies, policies, procedures, restrictions and any other requirements of the Fund and as such provisions may be amended and updated from time to time and filed with the Securities and Exchange Commission (“SEC”) on Form N-1A (“Registration Statement” and together with the documents and items described in paragraph (a) of this Section 4, “Fund Policies”)). The Registration Statement is hereby incorporated by reference and made a part of this Agreement. Client agrees to provide Subadviser with copies of any amendments to the Registration Statement that are applicable to the Account within five (5) business days after the date on which such amendments or related filings are made with the SEC or other regulatory body. For purposes of compliance with the Fund Policies, Subadviser shall be entitled to treat the Account as though the Account constituted the entire Fund, and Subadviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Account, with the Fund Policies.
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Agreement and Registration Statement. Subadviser will adhere to all specific provisions in this Agreement and in The Vantagepoint Funds’ current Registration Statement on Form N-1A as it may be amended and updated from time to time and filed with the Securities and Exchange Commission (“SEC”) on Form N-1A (“Registration Statement” and together with the documents and items described in paragraph (a) of this Section 4, “Fund Policies”)). The Registration Statement is hereby incorporated by reference and made a part of this Agreement. Client agrees to provide Subadviser with copies of any amendments to the Registration Statement that are applicable to the Account within five (5) business days after the date on which such amendments or related filings are made with the SEC or other regulatory body. Subadviser shall comply with any changes to the Fund’s investment objectives, guidelines, restrictions or other matters due to such amendments provided that Subadviser has received actual notice of such amendment.
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Agreement and Registration Statement. Sub-Subadviser will adhere to all specific provisions in this Agreement and in The Vantagepoint Funds’ current Registration Statement on Form N-1A as it may be amended and updated from time to time and filed with the Securities and Exchange Commission (“SEC”) on Form N-1A (“Registration Statement” and together with the documents and items described in paragraph (a) of this Section 4, “Fund Policies”)). The Registration Statement is hereby incorporated by reference and made a part of this Agreement. Subadviser agrees to provide Sub-Subadviser with copies of any amendments to the Registration Statement that are applicable to the Account within one (1) business day after the date on which such amendments or related filings are received by the Subadviser.
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Related to Agreement and Registration Statement

  • Registration Statement Amendments After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing and the Agent has not objected thereto (provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via ▇▇▇▇▇; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

  • Additional Registration Statement To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement, the Company shall file a new registration statement with respect to any additional shares of Common Stock necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “Base Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the time such registration statement became effective.

  • Rule 462(b) Registration Statement In the event that a Rule 462(b) Registration Statement is filed in connection with the offering contemplated by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this Agreement and shall have become effective automatically upon such filing.

  • Additional Registration Statements Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure).

  • Registration Statement and Proxy Statement (a) Acquirer and the Company shall file with the SEC as soon as is reasonably practicable after the date hereof the Joint Proxy Statement/Prospectus and Acquirer shall file the Registration Statement in which the Joint Proxy Statement/Prospectus shall be included. Acquirer and the Company shall use all commercially reasonable efforts to have the Registration Statement declared effective by the SEC as promptly as practicable. Acquirer shall also take any action required to be taken under applicable state blue sky or securities laws in connection with the issuance of shares of Acquirer Common Stock pursuant to this Agreement. Acquirer and the Company shall promptly furnish to each other all information, and take such other actions, as may reasonably be requested in connection with any action by any of them in connection with this Section 7.2(a). (b) If at any time prior to the Effective Time any event shall occur which is required to be described in the Joint Proxy Statement/Prospectus or Form S-4, such event shall be so described, and an amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Acquirer and the Company; provided that no amendment or supplement to the Joint Proxy Statement/Prospectus or the Form S-4 will be made by Acquirer or the Company without the approval of the other party. To the extent applicable, each of Acquirer and the Company will advise the other, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Acquirer Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information. (c) Acquirer and the Company shall each use all commercially reasonable efforts to cause to be delivered to the other a comfort letter of its independent auditors, dated a date within two business days of the effective date of the Form S-4, in form reasonably satisfactory to the other party and customary in scope and substance for such letters in connection with similar registration statements.