Agreements of Issuer. Issuer agrees: (i) that it shall at all times until the termination of this Agreement have reserved for issuance upon the exercise of the option that number of authorized and reserved shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, all of which shares will, upon issuance pursuant hereto, be duly authorized, validly issued, fully paid, nonassessable, and delivered free and clear of all claims, liens, encumbrances and security interests and not subject to any preemptive rights; (ii) that it will not, by amendment of its articles of incorporation or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by Issuer; (iii) promptly to take all action as may from time to time be required (including (x) complying with all premerger notification, reporting and waiting period requirements specified in 15 U.S.
Agreements of Issuer. By its acceptance hereof, the Issuer represents and warrants to and covenants with the Underwriter that:
Agreements of Issuer. Issuer agrees with Seller as follows:
(a) Issuer shall advise Seller promptly and, if requested by Seller, shall confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Premium Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) during the Prospectus Delivery Period (as defined in subsection (d) below), of any change in Issuer's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time during the Prospectus Delivery Period the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, Issuer shall make every reasonable effort to obtain the withdrawal of such order at the earliest possible time.
(b) Issuer shall furnish to Seller without charge (i) four signed copies of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits thereto, (ii) such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, 3 but without exhibits, as Seller may request, (iii) such number of copies of the Incorporated Documents, without exhibits, as Seller may request, and (iv) one copy of the exhibits to the Incorporated Documents.
(c) Issuer shall not file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus of which Seller shall not previously have been advised or to which, after Seller shall have received a copy of the document proposed to be filed, Seller shall reasonably object. ...
