GATX
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SEC Filings

8-K
GATX CORP filed this Form 8-K on 11/20/2018
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(c) If, at any time prior to the filing of the Prospectus Supplement pursuant to Rule 424(b) under the Securities Act, any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, the Company will (i) promptly notify the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) subject to the first clause of the first sentence of paragraph (a) of this Section 6, amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to the Representatives in such quantities as the Representatives may reasonably request.

(d) If, at any time when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), or until the distribution of any Securities an Underwriter may own as principal has been completed, any event occurs or condition exists as a result of which (i) the Registration Statement or the Prospectus as then amended or supplemented would include an untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made at such time, not misleading, or (ii) if, in the opinion of the Representatives or in the opinion of the Company, it is necessary at any time to amend or supplement the Registration Statement or the Prospectus, as then amended or supplemented, to comply with applicable law, the Company will immediately notify each Underwriter by telephone (with confirmation in writing) to suspend solicitation of offers to purchase Securities or any resale thereof and, if so notified by the Company, each Underwriter shall forthwith suspend such solicitation or resale and cease using the Prospectus as then amended or supplemented. The Company shall, at its expense, prepare and cause to be filed promptly with the Commission, subject to the first sentence of paragraph (a) of this Section 6, an amendment or supplement to the Registration Statement or Prospectus as then amended or supplemented that will correct such statement or omission or effect such compliance and will supply such amended or supplemented Prospectus to each Underwriter in such quantities as such Underwriter may reasonably request.

(e) The Company will make generally available to its security holders and to the Representatives as soon as practicable earnings statements that satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder covering the twelve-month period beginning, in each case, not later than the first day of the Company’s fiscal quarter next following the date of the Underwriting Agreement. If such fiscal quarter is the last fiscal quarter of the Company’s fiscal year, such earnings statement shall be made available not later than 90 days after the close of the period covered thereby and in all other cases shall be made available not later than 45 days after the close of the period covered thereby.

(f) The Company will furnish to the Representatives without charge three copies of the Registration Statement and all amendments thereto, including to the extent requested by the Representatives in writing, exhibits, schedules and any documents incorporated by reference therein, and, during the period mentioned in Section 6(d) above, as many copies of the Prospectus (including any preliminary prospectus) and each Issuer Free Writing Prospectus (and any supplements thereto), any documents incorporated by reference therein and any supplements and amendments thereto as the Representatives may reasonably request.

(g) The Company will qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will pay all reasonable expenses (including fees and disbursements of counsel) in connection with such qualification and in connection with the determination of the eligibility of the Securities for investment under the laws of such jurisdictions as the Representatives may designate, provided that the Company shall not be obligated to so qualify the Securities if such qualification subjects it to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject, or requires it to file any general consent to service of process or qualify as a foreign corporation in any jurisdiction in which it is not so qualified.

 

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