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Delivery of Registration Statement and Prospectus. The Company will furnish to the Agent and its counsel (at the reasonable expense of the Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission during the Prospectus Delivery Period (including all documents filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such quantities as the Agent may from time to time reasonably request and, at the Agent’s request, will also furnish copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however, that the Company shall not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on EDGAR.

Delivery of Registration Statement and Prospectus. The Company will furnish to the Agent and its counsel (at the reasonable expense of the Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission during any period in which a Prospectus relating to the Prospectus Delivery PeriodPlacement Shares is required to be delivered under the Securities Act (including all documents filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such quantities as the AgentCowen may from time to time reasonably request and, at the Agent’Cowen’s request, will also furnish copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however, that the Company shall not be required to furnish any document (other than the Prospectus) to the AgentCowen to the extent such document is available on EDGAR.

Delivery of Registration Statement Amendments. After the date of this Agreement and Prospectus. Theduring 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 furnish tonotify the Agent and its counsel (at the reasonable expensepromptly of the Company) copies oftime when any subsequent amendment to the Registration Statement, the Prospectus (including allother than documents incorporated by reference therein)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 allof 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 andor supplements to the Registration Statement or Prospectus that are filedthat, upon the advice of the Company’s legal counsel, may be necessary or advisable in connection with the Commission duringdistribution 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 Delivery Period (including all documents filedrelating 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 Commission duringfailure by the Company to obtain such periodconsent 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 areupon filing is deemed to be incorporated by reference therein), ininto the Registration Statement or Prospectus, except for those documents available via EDGAR; and # the Company will cause each case as soon as reasonably practicable and in such quantities as the Agent may from timeamendment or supplement to time reasonably request and, at the Agent’s request, will also furnish copies of the Prospectus to each exchange or market on which salesbe filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Placement Shares may be made; provided, however, thatSecurities Act or, in the Company shall not be required to furnishcase of any document (other thanto be incorporated therein by reference, to be filed with the Prospectus)Commission as required pursuant to the AgentExchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the extent such document is availableCommission under this [Section 7(a)], based on EDGAR.the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).

DeliveryCopies of Registration Statement and Prospectus. TheAfter the date of this Agreement through the last time that a prospectus is required by the Securities Act (including, without limitation, pursuant to Rule 173(d)) to be delivered in connection with sales of the Shares, the Company willagrees to furnish to the Agent and its counsel (at the reasonable expensewith copies (which may be electronic copies) of the Company)Registration Statement and each amendment thereto, and with copies of the Registration Statement,Prospectus and each amendment or supplement thereto in the Prospectus (including all documents incorporated by reference therein) and all amendments and supplements to the Registration Statement or Prospectus that areform in which it is filed with the Commission duringpursuant to the Prospectus Delivery Period (including all documents filed withSecurities Act or Rule 424(b) under the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable andSecurities 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 or under the blue sky or securities laws of any jurisdiction at any time reasonably request and, aton or prior to the Agent’s request, will also furnish copiesapplicable 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 each exchange or market on which salesstate any material fact necessary in order to make the statements therein, in the light of the Placementcircumstances 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 or the Exchange Act, to notify the Agent and to request that the Agent suspend offers to sell Shares may(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 or the Prospectus as then amended or supplemented, to advise the Agent promptly by telephone (with confirmation in writing) and to prepare and cause to be made;filed promptly with the Commission an amendment or supplement to the Registration Statement or the Prospectus as 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 Shares, the Company shall not be required to furnish any document (other thanpromptly prepare and file with the Prospectus) to the Agent to the extentCommission such document is available on EDGAR.an amendment or supplement.

DeliveryThe Company shall make available to the Investor and its legal counsel without charge # promptly after the same is prepared and filed with the SEC at least one (1) copy of such Registration Statement and Prospectus. Theany amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits, the prospectus included in such Registration Statement (including each preliminary prospectus) and, with regards to such Registration Statement(s), any correspondence by or on behalf of the Company will furnish to the Agent and its counsel (atSEC or the reasonable expensestaff of the Company)SEC and any correspondence from the SEC or the staff of the SEC to the Company or its representatives; # upon the effectiveness of any Registration Statement, the Company shall make available copies of the prospectus, via EDGAR, included in such Registration Statement, the Prospectus (including all documents incorporated by reference therein)Statement and all amendments and supplements to the Registration Statementthereto; and # such other documents, including copies of any preliminary or Prospectus that are filed with the Commission during the Prospectus Delivery Period (including all documents filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such quantitiesfinal prospectus, as the AgentInvestor may reasonably request from time to time reasonably request and, atto facilitate the Agent’s request, will also furnish copiesdisposition of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however, that the Company shall not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on EDGAR.Registrable Securities.

Delivery ofThe Company shall make available to the Investor whose Registrable Securities are included in any Registration Statement and Prospectus. Theits legal counsel, without charge, # promptly after the same is prepared and filed with the SEC, at least one (1) copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits, the prospectus included in such Registration Statement (including each preliminary prospectus) and, with regards to such Registration Statement(s), any correspondence by or on behalf of the Company will furnish to the Agent and its counsel (atSEC or the reasonable expensestaff of the Company)SEC and any correspondence from the SEC or the staff of the SEC to the Company or its representatives; # upon the effectiveness of any Registration Statement, the Company shall make available copies of the prospectus, via EDGAR, included in such Registration Statement, the Prospectus (including all documents incorporated by reference therein)Statement and all amendments and supplements to the Registration Statementthereto; and # such other documents, including copies of any preliminary or Prospectus that are filed with the Commission during the Prospectus Delivery Period (including all documents filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such quantitiesfinal prospectus, as the AgentInvestor may reasonably request from time to time reasonably request and, atto facilitate the Agent’s request, will also furnish copiesdisposition of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however, that the Company shall not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on EDGAR.Registrable Securities.

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