Example ContractsClausesseller’s closing statementVariants
Remove:

Registration Statement. The Company has prepared and filed with the Commission a shelf registration statement on Form S-3 (File No. ) that contains a base prospectus (the “Base Prospectus”). Such registration statement registers the sale by the Selling Stockholder of the Maximum Selling Stockholder Amount. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable, with respect to the Shares. Except where the context otherwise requires, such registration statement(s), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, including all financial statements, exhibits and schedules thereto and all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act as from time to time amended or supplemented, is herein referred to as the “Registration Statement,” and the prospectus constituting a part of such registration statement(s), together with any prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act relating to a particular sale of the Shares, including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, is referred to herein as the “Prospectus,” except that if any revised prospectus is provided to the Agent or the Forward Purchaser by the Company for use in connection with the offering of the Shares that is not required to be filed by the Company pursuant to Rule 424(b) under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent or the Forward Purchaser, as applicable, for such use. The Registration Statement at the time it originally became effective is referred to herein as the “Original Registration Statement.” As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference.

Registration Statement. The Company has prepared and filedshall file, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a shelf registration statement on Form S-3 (File No. ) that contains, including a base prospectus (the “Base Prospectus”). Such registration statement registersprospectus, relating to certain securities including the sale by the Selling Stockholder of the Maximum Selling Stockholder Amount. The Company may file one or more additional registration statementsPlacement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will containfile in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus and relatedincluded as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus or prospectus supplement, if applicable, with respectincluded as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement(s),statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information deemed to becontained in a part thereof pursuant to Rule 430B under the Securities Act, including all financial statements, exhibits and schedules thereto and all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act as from time to time amended or supplemented, is herein referred to as the “Registration Statement,” and the prospectus constituting a part of such registration statement(s), together with any prospectus supplementProspectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act relatingor deemed to be a particular salepart of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act,Act (as qualified by Rule 430B(g) of the Securities Act), included in each case,the Registration Statement, as from time to time amended it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or supplemented, is referred to herein as the “Prospectus,” except that if any revised prospectus is provided to the Agent or the Forward PurchaserProspectus Supplement have most recently been filed by the Company for use in connection with the offering of the Shares that is not required to be filed by the CompanyCommission pursuant to Rule 424(b) under the Securities Act,Act is herein called the term “ProspectusProspectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to such revised prospectus from and afterinclude the time it is first provideddocuments incorporated by reference therein, and any reference herein to the Agent or the Forward Purchaser, as applicable, for such use. The Registration Statement at the time it originally became effective is referred to herein as the “Original Registration Statement.terms “amend, As used in this Agreement, the terms “amendment” or “supplement” when appliedwith respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing byafter the Companyexecution hereof of any document with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated by reference therein by reference.(the “Incorporated Documents”).

Registration Statement. The Company has prepared and filed with the CommissionCommission, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (File No. ) that contains, including a base prospectus (the “Base Prospectus”). Such registration statement registersprospectus, relating to certain securities, including the sale by the Selling Stockholder of the Maximum Selling Stockholder Amount. The Company may file one or more additional registration statementsPlacement Shares, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will containfile in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement, specifically relating to the Placement Shares (the “Prospectus Supplement”), to the base prospectus and relatedincluded as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the prospectus or prospectus supplement, if applicable, with respectincluded as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement(s),statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information deemed to becontained in a part thereof pursuant to Rule 430B under the Securities Act, including all financial statements, exhibits and schedules thereto and all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act as from time to time amended or supplemented, is herein referred to as the “Registration Statement,” and the prospectus constituting a part of such registration statement(s), together with any prospectus supplementProspectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act relatingor deemed to a particular salebe part of such registration statement pursuant to Rules 430B or 462(b) of the Shares,Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 underreference, included in the Securities Act,Registration Statement, as it may be supplemented by the Prospectus Supplement, in each case, as from time to time amended the form in which such prospectus and/or supplemented, is referred to herein as the “Prospectus,” except that if any revised prospectus is provided to the Agent or the Forward PurchaserProspectus Supplement have most recently been filed by the Company for use in connection with the offering of the Shares that is not required to be filed by the CompanyCommission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the term “ProspectusSecurities Act regulations (“Rule 433”), relating to the Placement Shares that # is required to be filed with the Commission by the Company or # is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to such revised prospectus from and afterinclude the time it is first provideddocuments incorporated by reference therein, and any reference herein to the Agent or the Forward Purchaser, as applicable, for such use. The Registration Statement at the time it originally became effective is referred to herein as the “Original Registration Statement.terms “amend, As used in this Agreement, the terms “amendment” or “supplement” when appliedwith respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing byafter the Companyexecution hereof of any document with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference.reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and Retrieval System (“EDGAR”).

Registration Statement. The Company has prepared and filed with the Commission a shelf registration statement on Form S-3 (File No. ) that contains, including a base prospectus (the “Base Prospectus”). Suchrelated prospectus, for the registration statement registers the sale by the Selling Stockholder of the Maximum Selling Stockholder Amount. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable, with respect to the Shares. Except where the context otherwise requires, such registration statement(s), including any information deemed to be a part thereof pursuant to Rule 430BSecurities under the Securities Act, and the rules and regulations thereunder (the “Securities Act Regulations”). The registration statement has been declared effective under the Securities Act by the Commission. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto to such time, including all financial statements,the exhibits and any schedules thereto and allat such time, the documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3therein at such time under the Securities Act as from time to time amended or supplemented, is herein referred to as the “Registration Statement,” and the prospectus constitutingdocuments otherwise deemed to be a part thereof as of such registration statement(s), together with any prospectus supplement filed with the Commissiontime pursuant to Rule 424(b) (“Rule 430A”) or Rule 430B under the Securities Act relatingRegulations (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a particular saletime means such registration statement as amended by any post-effective amendments thereto as of the Shares,time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of such registration statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including allthe exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant the Securities Act and the documents otherwise deemed to be incorporated therein by referencea part thereof as of such time pursuant to Item 12the Rule or Rule . Any registration statement filed pursuant to Rule 462(b) of Form S-3the Securities Act Regulations is hereinafter called the “Rule 462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus set forth in the Registration Statement in the form first used to confirm sales of the Securities (or in the form first made available to the Placement Agent by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act, in each case, as from time to time amended or supplemented,Act), is hereinafter referred to hereinto, collectively, as the “Prospectus,” except that if any revised prospectus is provided to“Prospectus,” and the Agent orterm “Preliminary Prospectus” means the Forward Purchaser by the Company for use in connection with the offeringpreliminary form of the Shares that is not required to be filed by the Company pursuant to Rule 424(b) under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent or the Forward Purchaser, as applicable, for such use. The Registration Statement at the time it originally became effective is referred to herein as the “Original Registration Statement.” As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference.dated .

Select clause to view document information.

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.