Delivery of the Registration Statement. (i) The filing of the Registration Statement (or any amendment or supplement thereto) with the SEC shall constitute the representation and warranty of the Corporation to the Agents that, at the time of such delivery or filing, as the case may be: A. such documents contain disclosure of all material facts relating to the Corporation and the Special Warrants and Registrable Securities, and no material facts have been omitted therefrom which are necessary to make the statements therein not misleading in light of the circumstances in which they are made; B. such documents contain no misrepresentations; and C. such documents comply in all material respects with U.S. Securities Laws; (ii) Contemporaneously with or prior to the filing of the Registration Statement or any amendment thereto, as the case may be, the Corporation shall deliver to the Agents without charge copies of the Registration Statement and any amendment thereto, as applicable, including all documents incorporated by reference therein (to the extent not already delivered), provided, however, that dissemination through ▇▇▇▇▇ shall be considered full satisfaction of this requirement; provided, however, that the foregoing representations and warranties will not apply with respect to information and statements contained in the Registration Statement or misrepresentations with respect thereto or omissions therefrom which relate solely to the Agents or information provided by the Agents or the Purchasers.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
Delivery of the Registration Statement. (i) The filing of the Registration Statement (or any amendment or supplement thereto) with the SEC shall constitute the representation and warranty of the Corporation to the Agents that, at the time of such delivery or filing, as the case may be:
A. such documents contain disclosure of all material facts relating to the Corporation and the Special Warrants and Registrable Securities, and no material facts have been omitted therefrom which are necessary to make the statements therein not misleading in light of the circumstances in which they are made;
B. such documents contain no misrepresentations; and
C. such documents comply in all material respects with U.S. Securities Laws;
(ii) Contemporaneously with or prior to the filing of the Registration Statement or any amendment thereto, as the case may be, the Corporation shall deliver to the Agents without charge copies of the Registration Statement and any amendment thereto, as applicable, including all documents incorporated by reference therein (to the extent not already delivered), provided, however, that dissemination through ▇E▇▇▇▇ shall be considered full satisfaction of this requirement; provided, however, that the foregoing representations and warranties will not apply with respect to information and statements contained in the Registration Statement or misrepresentations with respect thereto or omissions therefrom which relate solely to the Agents or information provided by the Agents or the Purchasers.
Appears in 1 contract
Delivery of the Registration Statement. (i) The filing of the Registration Statement (or any amendment or supplement thereto) with the SEC shall constitute the representation and warranty of the Corporation to the Agents that, at the time of such delivery or filing, as the case may be:
A. such documents contain disclosure of all material facts relating to the Corporation and the Special Warrants and Registrable Securities, and no material facts have been omitted therefrom which are necessary to make the statements therein not misleading in light of the circumstances in which they are made;
B. such documents contain no misrepresentations; and
C. such documents comply in all material respects with U.S. Securities Laws;
(ii) Contemporaneously with or prior to the filing of the Registration Statement or any amendment thereto, as the case may be, the Corporation shall deliver to the Agents without charge copies of the Registration Statement and any amendment thereto, as applicable, including all documents incorporated by reference therein (to the extent not already delivered), provided, however, that dissemination through ▇▇▇▇▇ shall be considered full satisfaction of this requirement; provided, however, that the foregoing representations and warranties will not apply with respect to information and statements contained in the Registration Statement or misrepresentations with respect thereto or omissions therefrom which relate solely to the Agents or information provided by the Agents or the PurchasersAgents.
Appears in 1 contract
Sources: Agency Agreement