Issue of Securities Prospectus and Publicity Clause Samples

The 'Issue of Securities, Prospectus and Publicity' clause governs the process by which a company offers new shares or other securities to investors, and sets out the requirements for preparing and distributing a prospectus or similar disclosure documents. It typically outlines the steps the company must follow to comply with legal and regulatory obligations, such as obtaining necessary approvals, providing accurate information to potential investors, and restricting unauthorized publicity or marketing of the offering. This clause ensures that the securities issuance is conducted transparently and lawfully, protecting both the company and investors from regulatory breaches and misinformation.
Issue of Securities Prospectus and Publicity. (a) The Republic agrees to issue and sell the Securities on [ ] or such later date, not being later than [ ], as the Republic and the Representatives may agree (the "Closing Date") to the Underwriters or as the Underwriters may direct. Each Underwriter, severally and not jointly, agrees to purchase at a price equal to [____]% of the aggregate principal amount thereof plus accrued interest, if any, from [ ], to the Closing Date (the aggregate amount of the purchase price paid by the Underwriters being the "Purchase Price"), subject to the adjustments referred to in Section 6(c), the principal amount of the Securities set forth opposite its name on Schedule I, as such amount may be adjusted pursuant to Section 11. (b) The Republic will enter into, not later than the Closing Date (and provide the Representatives with copies of), the Fiscal Agency Agreement with the Fiscal Agent. The Securities will be issued in accordance with the terms of the Fiscal Agency Agreement and will be in the forms and contain such terms as set forth therein. (c) The Republic confirms the arrangements made on its behalf by the Representatives for announcements in respect of the Securities to be published on such dates and in such newspapers or other publications as the Representatives may determine.
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Issue of Securities Prospectus and Publicity. (a) The Republic agrees to issue and sell the Securities on [ ] or such later date, not being later than 1 If it is specified in Schedule II hereto that this Agreement also relates to the issue and sale of Units or Warrants: (i) the number of Units or Warrants to be sold together with the applicable denominations of the Securities and the title and principal amount of the securities covered by each Warrant and of all the Units or Warrants are as specified in Schedule I hereto, (ii) all references herein to “Securities” are deemed to include or refer to the Units or Warrants, as the case may be, and all references to the “Fiscal Agency Agreement” are to the Warrant Agreement, as further specified in Schedule II hereto, (iii) Section 8 hereof includes such other agreements of Peru as are set forth in Schedule II hereto, and (iv) the legal opinions and other documents to be delivered pursuant to Section 9 hereof shall be appropriately modified to cover the Units or the Warrants, the Warrant Agreement, the securities covered by each of the Warrants and such related matters in such manner as the Representatives or their counsel may reasonably request. [ ], as the Republic and the Representatives may agree (the “Closing Date”) to the Underwriters or as the Underwriters may direct. Each Underwriter, severally and not jointly, agrees to purchase at a price equal to [ ]% of the aggregate principal amount thereof plus accrued interest, if any, from [ ], to the Closing Date (the aggregate amount of the purchase price paid by the Underwriters being the “Purchase Price”), subject to the adjustments referred to in Section 6(c), the principal amount of the Securities set forth opposite its name on Schedule I, as such amount may be adjusted pursuant to Section 11. (b) The Securities will be issued in accordance with the terms of the Fiscal Agency Agreement and will be in the forms and contain such terms as set forth therein. (c) The Republic confirms the arrangements made on its behalf by the Representatives for announcements in respect of the Securities to be published on such dates and in such newspapers or other publications as the Representatives may determine.
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Issue of Securities Prospectus and Publicity 
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Related to Issue of Securities Prospectus and Publicity

  • Securities Laws Disclosure; Publicity The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

  • Revisions of Prospectus -- Material Changes If at any time prior to the Settlement Date any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes and to cease sales of any Notes by the Purchasing Agent, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

  • Securities Law Disclosure; Publicity (i) Within the time required by the Exchange Act, the Company shall issue a Current Report on Form 8-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents required to be included in such Current Report as exhibits thereto. From and after the issuance of the Current Report. (ii) Other than provision of the Transaction Documents to the Purchaser, the Company confirms that neither it nor any other person acting on its behalf shall provide the Purchaser or their agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the other Transaction Documents, if the Purchaser are holding any securities of the Company at the time of the disclosure of material, non-public information, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided such Purchaser shall have first provided notice to the Company that they believe they have received information that constitutes material, non-public information, the Company shall have 48 hours publicly to disclose such material, non-public information prior to any such disclosure by the Purchaser or demonstrate to the Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Purchaser and Purchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Purchaser shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenants and obligations in effecting transactions in securities of the Company.

  • Filing of Prospectus Supplement If any sales are made pursuant to this Agreement which are not made in “at the market” offerings as defined in Rule 415, including, without limitation, any Placement pursuant to a Terms Agreement, the Company shall file a Prospectus Supplement describing the terms of such transaction, the amount of Shares sold, the price thereof, the Manager’s compensation, and such other information as may be required pursuant to Rule 424 and Rule 430B, as applicable, within the time required by Rule 424.