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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 the Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”) # the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments not related to any Placement, 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 related to the Placement or for additional information related to the Placement, # 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, upon the advice of the Company’s legal counsel, 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); # 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 (other than an Incorporated Document) unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably 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 # the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the 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 EDGAR; and # 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).

Copies of Registration Statement Amendments.and Prospectus. After the date of this Agreement and during any period in whichthrough the last time that a prospectus relatingis required by the Securities Act (including, without limitation, pursuant to any Placement Shares is requiredRule 173(d)) to be delivered byin connection with sales of the Shares, the Company agrees to furnish the Agent with copies (which may be electronic copies) of the Registration Statement and each amendment thereto, and with copies of the Prospectus and each amendment or supplement thereto in the form in which it is filed with the Commission pursuant to the Securities Act or Rule 424(b) under the Securities Act, both in such quantities as the Agent may reasonably request from time to time; and, if the delivery of a prospectus is required under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172or under the blue sky or securities laws of any jurisdiction at any time on or prior to the applicable Settlement Date for any sale of the Shares and if at such time any event has occurred as a result of which the Prospectus as then amended or supplemented would include an 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 under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it is necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act) (the “Prospectus Delivery Period”) #Act or the Company willExchange Act, to notify the Agent promptly ofand to request that the time when any subsequent amendmentAgent suspend offers to sell Shares (and, if so notified, the Agent shall cease such offers as soon as practicable); and if the Company decides to amend or supplement the Registration Statement, other than documents incorporatedStatement or the Prospectus as then amended or supplemented, to advise the Agent promptly by reference or amendments not relatedtelephone (with confirmation in writing) and to any Placement, has beenprepare and cause to be filed promptly 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 anyan amendment or supplement to the Registration Statement or the Prospectus relatedas then amended or supplemented that will correct such misstatement or omission or effect such compliance; provided, however, that if during such same period the Agent is required to deliver a prospectus in respect of transactions in the Placement or for additional information related to the Placement, #Shares, the Company willshall promptly prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, upon the advice of the Company’s legal counsel, 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 makeCommission 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 suchan amendment or supplement is filed); # 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 (other than an Incorporated Document) unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably 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 # the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the 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 EDGAR; and # 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).supplement.

Delivery of Registration Statement Amendments. After the date of this Agreement and during any period in which a prospectus relatingProspectus. The Company will furnish to any Placement Shares is required to be delivered by the Agent underand its counsel (at the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”) # the Company will notify the Agent promptlyreasonable expense of the time when any subsequent amendment toCompany) copies of the Registration Statement, other thanthe Prospectus (including all documents incorporated by reference ortherein) and all amendments not related to any Placement, 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 related to the Placement or for additional information related to the Placement, # 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, upon the advice of the Company’s legal counsel, may be necessary or advisable in connectionthat are filed with the distribution ofCommission during the Placement Shares byProspectus Delivery Period (including all documents filed with the Agent (provided, however,Commission during such period 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); # 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 (other than an Incorporated Document) unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably 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 # the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the 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 isare deemed to be incorporated by reference intotherein), in each case as soon as reasonably practicable and in such quantities as the Registration Statement or Prospectus, except for those documents available via EDGAR; and #Agent may from time to time reasonably request and, at the CompanyAgent’s request, will cause each amendment or supplement toalso furnish copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be filed withmade; provided, however, that the Commission asCompany shall not be required pursuantto furnish any document (other than the Prospectus) 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 pursuantAgent 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)], basedextent such document is available on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).EDGAR.

Registration Statement Amendments. After the date of this Agreement and during any period in which a prospectusProspectus relating to any Placement Shares is required to be delivered by the AgentCowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”), # the Company will notify the AgentCowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments not related to any Placement,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 related to the Placement or for additional information related to the Placement,information; # the Company will prepare and file with the Commission, promptly upon the Agent’Cowen’s request, any amendments or supplements to the Registration Statement or Prospectus that, upon the advice of the Company’in Cowen’s legal counsel,reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the AgentCowen (provided, however, that the failure of the AgentCowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’Cowen’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)Agreement); # the Company will not file any amendment or supplement to the Registration Statement or ProspectusProspectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to the AgentCowen within a reasonable period of time before the filing and the AgentCowen has not reasonably objected thereto (provided, however, that # the failure of the AgentCowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’Cowen’s right to rely on the representations and warranties made by the Company in this AgreementAgreement, and #provided further, however, that the Company has no obligationshall not be required to provide the AgentCowen with any advance copy of any such filing or to provide the Agent an opportunity to object to such filingdocument in advance if the filing does not name the Agent orCowen, does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall havetransactions contemplated by this Agreement or is being filed in connection with respecta separate offering pursuant to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement)same Registration Statement) and the Company will furnish to the AgentCowen 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 EDGAR; and # the Company will cause each amendment or supplement to the ProspectusProspectus, other than documents incorporated by reference, 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).Act.

Registration Statement Amendments. AfterDelivery of Prospectus; Subsequent Changes. During the date of this AgreementProspectus Delivery Period, the Company will comply with all requirements imposed upon it by the Securities Act, as from time to time in force, and duringto file on or before their respective due dates all reports and any period in which a prospectus relating to any Placement Shares isdefinitive proxy or information statements required to be deliveredfiled by the AgentCompany with the Commission pursuant to [Sections 13(a), 13(c), 14, 15(d)])])])] or any other provision of or under the Exchange Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A under the Securities Act (including in circumstances where such requirement may be satisfiedAct, it will use its commercially reasonable efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 172 under the Securities Act) (the “Prospectus Delivery Period”) # the Company will[[Unknown Identifier]] and to notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference or amendments not related to any Placement, has been filed with the Commission and/or has become effective or any subsequent supplement toall such filings. If during the Prospectus has been filed andDelivery Period any event occurs as a result of any request bywhich the Commission for any amendmentProspectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such Prospectus Delivery Period it is necessary to amend or supplement to the Registration Statement or Prospectus related to comply with the Placement or for additional information related to the Placement, #Securities Act, the Company will preparepromptly notify the Agent to suspend the offering of Placement Shares during such period and file with the Commission,Company will promptly upon the Agent’s request, any amendmentsamend or supplements tosupplement the Registration Statement or Prospectus that, upon(at the adviceexpense of the Company’s legal counsel, may be necessaryCompany) so as to correct such statement or advisable in connection with the distribution of the Placement Shares by the Agent (provided,omission or effect such compliance; provided, however, that the failureCompany may delay the filing 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); # the Company will not file any amendment or supplement tosupplement, if in the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other than an Incorporated Document) unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not reasonably objected thereto (provided, however, that # the failurejudgment of the Agent to make such objection shall not relieveCompany, it is in 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 # the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the 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 EDGAR; and # 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)best interest 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).Company.

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