Filing and Effectiveness of Registration Statement; Certain Defined Terms Clause Samples
This clause establishes the requirements and procedures for filing a registration statement and clarifies the meaning of specific terms used within the agreement. It typically outlines when and how the registration statement must be submitted to regulatory authorities, and may define key terms such as "Effective Date" or "Registrable Securities" to ensure all parties share a common understanding. By doing so, the clause ensures that the registration process is clearly structured and that ambiguities regarding terminology or timing are minimized, thereby facilitating compliance and reducing the risk of disputes.
Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form S-3 (File No. 333-216864) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, as amended, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) filed pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information, all 430B Information and all 430C Information, if any, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information, all 430B Information and all 430C Information, if any, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery of this agreement (this “Agreement”), the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and no stop order suspending the effectiveness of the Initial Registration Statement has been issued by the Commission and to the knowledge of the Company no proceedings for that purpose have been instituted or threatened by the Commission. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:
Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form S-3 (No. 333-238249), including a related prospectus or prospectuses, covering, among other securities, the registration of the Shares under the Act, which has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this Agreement:
Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form S-3 (No. 333-204766) covering the registration of the Offered Securities under the Act, which has become effective under the Act. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this Agreement:
Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission (as defined below) a registration statement on Form F-3 (No. 333-184042), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act (as defined below), which has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information (each as defined below) with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time (as defined below). For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this Agreement:
Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission an automatic shelf registration statement as defined under Rule 405 of the Act (as defined below) on Form S-3 (No. 333-200321) on November 18, 2014, including a related prospectus or prospectuses, covering the registration of the Securities under the Act, which became effective upon filing. The “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this Agreement:
Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form S-3 (No. 333-___), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment
Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form S-3 (No. 333-175327), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified.
Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has prepared and filed with the Commission a registration statement covering the Public Securities on Form F-1 (File No. 333-282986), including any related prospectus or prospectuses, under the Act and the Rules and Regulations, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act. Such registration statement, including amendments thereto (including post-effective amendments thereto), and all documents and information deemed to be a part of the Registration Statement at the time of effectiveness thereof (the “Registration Statement Effective Time”), the exhibits and any schedules thereto at the Registration Statement Effective Time or thereafter during the period of effectiveness and the documents and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Act (the “Rule 430A Information”) or included therein by the Act or otherwise pursuant to the Rules and Regulations at the Registration Statement Effective Time or thereafter during the period of effectiveness, is herein called the “Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Act (the “Rule 462 Registration Statement”), then after such filing, the term “Registration Statement” shall include such Rule 462 Registration Statement. Any preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act is hereinafter called a “Preliminary Prospectus.” The Preliminary Prospectus relating to the Securities that was included in the Registration Statement at the time the Registration Statement was declared effective by the Commission is hereinafter called the “Pricing Prospectus.” The Registration Statement has been declared effective by the Commission. The Company is filing with the Commission pursuant to Rule 424 under the Act a final prospectus covering the Public Securities, which includes the information permitted to be omitted therefrom at the Registration Statement Effective Time by Rule 430A under the Act. Such final prospectus, as so filed, is hereinafter called the “Final Prospectus.” The Final Prospectus, the Pricing Prospectus and any preliminary prospectus in the form in which they were included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Act is hereinafter called a “Prospectus.” Fo...
Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form S-3 (No. 333-131888), as amended by Post-Effective Amendments Nos. 1 and 2 thereto, including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act (as defined herein), which has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission (as defined herein), including any amendment thereto, any document incorporated by reference therein and all 430B Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this Agreement:
Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company filed with the Commission a registration statement on Form S-3 (No. 333-265877) on June 28, 2022, including a related prospectus or prospectuses, covering the registration of the Securities under the Act, which became effective upon filing. The “Registration Statement” at any particular time means such registration statement in the form then on file with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430A Information, all 430B Information and all 430C Information, if any, with respect to such registration statement, that in any case has not been then superseded or modified. The “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430A Information, 430B Information and 430C Information, if any, shall be considered to be included in the Registration Statement as of the time specified in Rule 430A, Rule 430B or Rule 430C, respectively. For purposes of this agreement (this “Agreement”):