Amendments and Supplements to the Registration Statement Clause Samples

Amendments and Supplements to the Registration Statement the General Disclosure Package,
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Amendments and Supplements to the Registration Statement the Prospectus and any Permitted Free Writing Prospectus. The Company shall not, during the Prospectus Delivery Period, amend or supplement the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, after the date of delivery of an Agency Transaction Notice and prior to the related Settlement Date that is reasonably disapproved by the Agents promptly after reasonable notice thereof; provided, however, that the Company may file any information required to be filed by Sections 13(a), 13(c) or 15(d) of the Exchange Act upon reasonable notice to the Agents irrespective of disapproval by the Agents.
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Amendments and Supplements to the Registration Statement the Time of Sale Disclosure Package,
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Amendments and Supplements to the Registration Statement. To file promptly with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission;
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Amendments and Supplements to the Registration Statement. The Parent and the Company may from time to time but no later than three business days prior to the First Closing, by notice given to the Purchaser in accordance with this Agreement, supplement or amend the Registration Statement, including one or more supplements or amendments to correct any matter which would otherwise constitute a breach of any of the Parent’s or the Company’s representations, warranties contained in this Agreement had the Registration Statement not been supplemented or amended. Any such notice shall identify the particular representation or warranty to which such disclosure relates to the extent it is not reasonably apparent from such disclosure (a “Disclosure Supplement Notice”). Notwithstanding any other provision of this Agreement, but subject to the immediately preceding sentence, each such supplement or amendment of the Registration Statement will be deemed to modify Parent and the Company’s disclosure against the representations and warranties of Parent and the Company (and, to the extent such modified disclosure would have prevented such breach, be effective to cure and correct such breach), except that the Purchaser may, by giving written notice to the Parent and the Company within three business days following receipt of any supplement or amendment of the Registration Statement which supplement or amendment corrects a matter that would otherwise constitute a breach of any representation or warranty of the Parent or the Company under this Agreement such that the condition set forth in Section 1.3(b)(i) cannot be satisfied (determined, for the avoidance of doubt, as if the Registration Statement had remained in the form of Exhibit C), elect to terminate this Agreement pursuant to Section 5.12(b), in which case such right to terminate shall be the Purchaser’s sole remedy with respect to the breach identified in the Disclosure Supplement Notice.
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Amendments and Supplements to the Registration Statement the Prospectus and any Permitted Free Writing Prospectus. The Partnership shall not, during the Prospectus Delivery Period, amend or supplement the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus (other than (i) any amendment or supplement which does not relate to the sale of the Units and (ii) any reports and any preliminary or definitive proxy statement or information statement required to be filed pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act), unless a copy of such amendment or supplement thereto (or such document) shall first have been submitted to the Managers within a reasonable period of time prior to the filing or, if no filing is required, the use thereof and the Managers shall not have reasonably objected thereto, unless the Partnership shall have determined based upon the advice of counsel that such amendment, supplement, or filing is required by law.
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Amendments and Supplements to the Registration Statement the Time of Sale Prospectus, and the
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Amendments and Supplements to the Registration Statement the General Disclosure Package, and the Prospectus and other Securities Act matters. If, during the Prospectus Delivery Period, any event or development shall occur or condition exist as a result of which the Registration Statement, the General Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing or under which they were made, as the case may be, not misleading, or if it shall be necessary to amend or supplement the Registration Statement, the General Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication in order to make the statements therein, in the light of the circumstances then prevailing or under which they were made, as the case may be, not misleading, or if in the opinion of the Representatives it is otherwise necessary to amend or supplement the Registration Statement, the General Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication, or to file a new registration statement containing the Prospectus, in order to comply with the Securities Act, the Rules and Regulations, or the Exchange Act, including in connection with the delivery of the Prospectus, the Company agrees to (i) promptly notify the Representatives of any such event or condition and (ii) promptly prepare (subject to Sections (a) and (d) hereof), file with the Commission (and use its best efforts to have any amendment to the Registration Statement or any new registration statement to be declared effective) and furnish at its own expense to the Underwriters (and, if applicable, to dealers), amendments or supplements to the Registration Statement, the General Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication, or any new registration statement, necessary in order to make the statements in the Registration Statement, the General Disclosure Package, the Prospectus or the applicable Written Testing-the-Waters Communication as so amended or supplemented, in the light of the circumstances then prevailing or under which they were made, as the case may be, not misleading or so that the Registration Statement, the General Disclosure Package, the Prospectus or the applicable Written Testing-the-Waters Communication, as amended or supplemented, will comply with ...
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Amendments and Supplements to the Registration Statement the Prospectus and any Permitted Free Writing Prospectus. The Company shall not, during the Prospectus Delivery Period, amend or supplement the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus (other than by filing any document under the Exchange Act that would be deemed to be incorporated by reference into the Registration Statement or the Prospectus or any supplements not related to an Agency Transaction or Principal Transaction), unless a copy of such amendment or supplement thereto (or such document) shall first have been submitted to the Agents within a reasonable period of time prior to the filing or, if no filing is required, the use thereof and the Agents shall not have objected thereto (provided, however, the Company has no obligation to provide Agents any advance copy of such filing or to provide Agents an opportunity to object to such filing if the filing does not name the Agents and does not relate to the transaction herein provided; and provided, further, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be cease making sales under this Agreement) and the Company will furnish to Agents 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 Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto.
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Related to Amendments and Supplements to the Registration Statement

  • Amendments to Registration Statement The Company shall deliver to the Representative, prior to filing, any amendment or supplement to the Registration Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement to which the Representative shall reasonably object in writing.

  • The Registration Statement (a) As promptly as practicable after the date hereof, the Purchaser shall prepare with the reasonable assistance of the Company, and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Purchaser Common Stock to be issued under this Agreement as the Stockholder Merger Consideration, which Registration Statement will also contain a proxy statement (as amended, the “Proxy Statement”) for the purpose of (x) soliciting proxies from the Purchaser’s stockholders for issuance of the Stockholder Merger Consideration and the other the matters to be acted upon at the special meeting of the Purchaser’s stockholders (the ”Purchaser Special Meeting”) and (y) soliciting proxies from the Company Stockholders for the matters to be acted upon at the special meeting of the Company’s Stockholders (the “Company Special Meeting”). (b) The Purchaser and the Company, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use its commercially reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. Each Party shall provide the other Party with copies of any written comments, and shall inform the other Party of any material oral comments, that such Party or its Representatives receive from the SEC or its staff with respect to the Registration Statement, the Purchaser Special Meeting, and the Company Special Meeting promptly after the receipt of such comments and shall give the other Party a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments. (c) Purchaser shall file the reports required to be filed by it under the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if Purchaser is not required to file such reports, will, make publicly available other information) and will take such further action as the Company Stockholders may reasonably request, all to the extent required from time to time to enable the Company Stockholders (or their designees) to sell the Merger Consideration without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC.