Agreements of the Company and the Trust. The Company and the Trust jointly and severally agree with you: (a) To file the Prospectus with the Commission pursuant to Rule 424(b)(2) or, if applicable, sub- paragraph (5) thereof not later than the second business day following the execution and delivery of this Agreement. (b) To advise you promptly and, if requested by you, to confirm such advice in writing, (i) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to 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 Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for such purposes, and (iii) of the happening of any event during the period referred to in paragraph (e) below which makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company and the Trust will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. (c) To furnish to you, without charge, signed copies of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and to furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request. (d) During such period as in the opinion of counsel for the Underwriters a prospectus is required by law to be delivered in connection with sales of the Securities by an Underwriter or a dealer, not to file any amendment or supplement to the Registration Statement or to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object; and to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities by you, and to use each of their best efforts to cause any such post-effective amendment to the Registration Statement to become promptly effective. (e) For such period as in the opinion of counsel for the Underwriters a prospectus is required by law to be delivered in connection with sales of the Securities by an Underwriter or a dealer, to furnish to each Underwriter and dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriter or dealer may reasonably request. (f) If during the period specified in paragraph (e) any event shall occur as a result of which, in the opinion of counsel for the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, forthwith to prepare and, subject to paragraph (d) above, file with the Commission an appropriate amendment or supplement to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not in the light of the circumstances when they were so made, be misleading, or so that the Prospectus will comply with law, and to furnish to each Underwriter and to such dealers as you shall specify, such number of copies thereof as such Underwriter or dealers may reasonably request. (g) Prior to any public offering of the Securities, to cooperate with you and counsel for the Underwriters in connection with the registration or qualification of the Securities for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may request, to continue such qualification in effect so long as required for distribution of the Securities and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not so qualified or take any action that would subject it to service of process in suits other than those arising out of the offering or sale of the Securities in any jurisdiction where it is not now so subject. (h) In the case of the Company, to make generally available to its security holders as soon as reasonably practicable an earnings statement covering a period of at least twelve months after the effective date of the Registration Statement which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act. (i) If at any time during such period the Company ceases to file reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, during the period of five years after the date of this Agreement, (i) to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of the Securities a financial report of the Company and its subsidiaries (including the Trust) on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of changes in stockholders’ equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to mail and make generally available as soon as reasonably practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year. (j) During the period referred to in paragraph (i), to furnish to you as soon as available a copy of each report or proxy statement of the Company and the Trust mailed to the security holders of the Company or the Trust, respectively, or filed with the Commission and such other publicly available information concerning the Company and its subsidiaries as you may reasonably request. (k) To pay all costs, expenses, fees and taxes incident to (i) the preparation, printing, filing and distribution under the Securities Act of the Registration Statement (including financial statements and exhibits), each preliminary prospectus and all amendments and supplements to any of them prior to or during the period specified in paragraph (e), (ii) the printing and delivery of the Prospectus and all amendments or supplements to it during the period specified in paragraph (e), (iii) the printing and delivery of this Agreement, any Blue Sky Memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection with the offering of the Securities (including in each case any disbursements of counsel for the Underwriters relating to such printing and delivery), (iv) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the several states (including in each case the fees and disbursements of counsel for the Underwriters relating to such registration or qualification and memoranda relating thereto), (v) filings and clearance with the National Association of Securities Dealers, Inc. in connection with the offering, including reasonable fees and disbursements of Underwriters’ counsel and any fees in connection therewith, (vi) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Securities by the Underwriters or by dealers to whom Securities may be sold, (vii) the rating agencies in connection with the rating of the Securities, (viii) the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee and, to the extent agreed with the Trustee, the reasonable fees and disbursements of counsel to the Trustee, (ix) the fees and disbursements of the Trust’s counsel [and] (x) the fees and disbursements of the Company’s counsel and accountants, [and (xi) admitting the Securities for trading in the [insert relevant exchange]]1. (l) During the period beginning on the date hereof and continuing to and including the date that is [___] days after the Closing Date for the purchase of the Securities, not to offer, sell, contract to sell or otherwise dispose of any trust preferred securities or any other securities, including any backup undertakings of such trust preferred securities or other securities, of us or of the Trust, in each case that are substantially similar to the Securities (other than the Securities), without your prior written consent. (m) To use their best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company or the Trust prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.
Appears in 1 contract
Agreements of the Company and the Trust. Each of the Trust and the Company, jointly and severally covenants and agrees with each of the several Underwriters as follows:
(a) If a Prospectus Supplement has not been filed as contemplated by Section 3(a) hereof, the Company and the Trust will cause the Prospectus Supplement to be filed as contemplated by Section 3(a) hereof (but only if the Representative has not reasonably objected thereto by notice to the Company and the Trust after having been furnished a copy within a reasonable time prior to filing) and will notify the Representative promptly of such filing. The Company and the Trust jointly and severally agree with you:
(a) To file will not during such period as the Prospectus is required by law to be delivered in connection with sales of the Commission pursuant Trust Preferred Securities by any Underwriter or dealer (the "Prospectus Delivery Period"), file any amendment or supplement to Rule 424(b)(2) orthe Registration Statement or the Prospectus, if applicable, sub- paragraph (5) unless a copy thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not later than the second business day following the execution and delivery of this Agreementhave objected thereto in good faith.
(b) To advise you promptly andEach of the Company and the Trust will use its best efforts to cause the Registration Statement to remain effective through the completion of the Underwriters' distribution of the Trust Preferred Securities, if requested by youand will notify the Representative promptly, to and will confirm such advice in writing, (i) of the preparation and filing (subject to Section 4(a)) of any post-effective amendment to the Registration Statement and when any such post-effective amendment becomes effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof, (iv) of the suspension of the qualification or registration of the Trust Preferred Securities for offering or sale in any jurisdiction, or of the initiation or threat of any proceeding for any such purposes, and purpose; (iiiv) of the happening of any event during the period referred to Prospectus Delivery Period that in paragraph (e) below which the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein therein, in light of the circumstances in which they are made, not misleadingmisleading and (vi) of the receipt by the Company or any representative or attorney of the Company of any other communication from the Commission relating to the Company, the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time the Commission or any jurisdiction shall issue threaten to issue, or shall issue, any stop order suspending the effectiveness of the Registration StatementStatement or suspending the qualification or registration of the Trust Preferred Securities for sale in any jurisdiction, the Company and the Trust will make every reasonable effort to prevent the issuance of such order and, if such an order should be issued, to obtain the withdrawal or lifting of such order at the earliest possible timemoment. Each of the Company and the Trust will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to Rule 430A and to notify the Representative promptly of all such filings.
(c) To furnish If, at any time when a Prospectus relating to you, without charge, signed copies of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and to furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request.
(d) During such period as in the opinion of counsel for the Underwriters a prospectus Trust Preferred Securities is required by law to be delivered in connection with sales of under the Securities by an Underwriter or a dealer, not to file any amendment or supplement to the Registration Statement or to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object; and to prepare and file with the Commission, promptly upon your reasonable requestAct, any amendment to the Registration Statement or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities by you, and to use each of their best efforts to cause any such post-effective amendment to the Registration Statement to become promptly effective.
(e) For such period as in the opinion of counsel for the Underwriters a prospectus is required by law to be delivered in connection with sales of the Securities by an Underwriter or a dealer, to furnish to each Underwriter and dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriter or dealer may reasonably request.
(f) If during the period specified in paragraph (e) any event shall occur occurs as a result of which, in the opinion judgment of counsel for the Company or the Underwriters, it becomes the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary at any time to amend or supplement the Prospectus or the Registration Statement to comply with any lawthe Act or the Rules and Regulations, forthwith to prepare the Trust and the Company will promptly notify the Representative thereof and, subject to paragraph Section 4(b) hereof, will prepare and file with the Commission, at the Company's expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance.
(d) aboveThe Company will furnish to the Representative, without charge, two signed copies of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits.
(e) The Company will comply with all the provisions of all undertakings contained in the Registration Statement.
(f) During the Prospectus Delivery Period, the Company will promptly furnish to the Underwriters, without charge, as many copies of the Prospectus (containing the Prospectus Supplement) and any amendment or supplement thereto as the Underwriters may from time to time reasonably request. The Company consents to the use of the Prospectus, as amended or supplemented from time to time, by the Underwriters and by all dealers to whom the Trust Preferred Securities may be sold, both in connection with the offering or sale of the Trust Preferred Securities and, thereafter, during the Prospectus Delivery Period. If during the Prospectus Delivery Period any event shall occur which in the judgment of the Company or the Underwriters should be set forth in the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made, not misleading, or if, in the judgment of the Company or the Underwriters, it is necessary to supplement or amend the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto. Except as required by the Exchange Act or supplement the Exchange Act Rules and Regulations, the Company shall not file any document under the Exchange Act to which the Representative reasonably objects before the termination of the Prospectus so that the statements in Delivery Period if such document would be deemed to be incorporated by reference into the Prospectus, as so amended or supplemented, will not in the light of the circumstances when they were so made, be misleading, or so that the Prospectus will comply with law, and to furnish to each Underwriter and to such dealers as you shall specify, such number of copies thereof as such Underwriter or dealers may reasonably request.
(g) Prior to any public offering of the SecuritiesTrust Preferred Securities by the Underwriters, to the Trust and the Company will cooperate with you the Representative and its counsel for the Underwriters in connection with the registration or qualification of the Trust Preferred Securities for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky blue sky laws of such jurisdictions as you the Representative may reasonably request; provided, to continue such qualification in effect so long as required for distribution of the Securities and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that which would subject it to general service of process in suits other than those arising out of the offering or sale of the Securities in any jurisdiction where it is not now so subject.
(h) In The Company will furnish to the case Representative and each other Underwriter who may so request copies of such financial statements and other periodic and special reports as the CompanyCompany may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to the Representative and each other Underwriter who may so request a copy of each annual or other report it shall be required to file with the Commission.
(i) The Company will make generally available to its security holders as soon as reasonably practicable practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement covering a period of at least twelve months after the effective date of the Registration Statement which shall satisfy (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.
(i) If at any time during such period the Company ceases to file reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, during Rules and Regulations) covering a twelve-month period beginning not later than the period of five years after the date of this Agreement, (i) to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of the Securities a financial report of the Company and its subsidiaries (including the Trust) on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of changes in stockholders’ equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to mail and make generally available as soon as reasonably practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year.
(j) During the period referred to in paragraph (i), to furnish to you as soon as available a copy of each report or proxy statement of the Company and the Trust mailed to the security holders of the Company or the Trust, respectively, or filed with the Commission and such other publicly available information concerning the Company and its subsidiaries as you may reasonably request.
(k) To pay all costs, expenses, fees and taxes incident to (i) the preparation, printing, filing and distribution under the Securities Act of the Registration Statement (including financial statements and exhibits), each preliminary prospectus and all amendments and supplements to any of them prior to or during the period specified in paragraph (e), (ii) the printing and delivery of the Prospectus and all amendments or supplements to it during the period specified in paragraph (e), (iii) the printing and delivery of this Agreement, any Blue Sky Memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection with the offering of the Securities (including in each case any disbursements of counsel for the Underwriters relating to such printing and delivery), (iv) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the several states (including in each case the fees and disbursements of counsel for the Underwriters relating to such registration or qualification and memoranda relating thereto), (v) filings and clearance with the National Association of Securities Dealers, Inc. in connection with the offering, including reasonable fees and disbursements of Underwriters’ counsel and any fees in connection therewith, (vi) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Securities by the Underwriters or by dealers to whom Securities may be sold, (vii) the rating agencies in connection with the rating of the Securities, (viii) the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee and, to the extent agreed with the Trustee, the reasonable fees and disbursements of counsel to the Trustee, (ix) the fees and disbursements of the Trust’s counsel [and] (x) the fees and disbursements first day of the Company’s counsel and accountants, [and 's fiscal quarter next following the "effective date" (xias defined in said Rule 158) admitting the Securities for trading in the [insert relevant exchange]]1.
(l) During the period beginning on the date hereof and continuing to and including the date that is [___] days after the Closing Date for the purchase of the Securities, not to offer, sell, contract to sell or otherwise dispose of any trust preferred securities or any other securities, including any backup undertakings of such trust preferred securities or other securities, of us or of the Trust, in each case that are substantially similar to the Securities (other than the Securities), without your prior written consent.
(m) To use their best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company or the Trust prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.the
Appears in 1 contract
Samples: Underwriting Agreement (Popular Inc)
Agreements of the Company and the Trust. Each of the Trust and the Company, jointly and severally covenants and agrees with each of the several Underwriters as follows:
(a) If a Prospectus Supplement has not been filed as contemplated by Section 3(a) hereof, the Company and the Trust will cause the Prospectus Supplement to be filed as contemplated by Section 3(a) hereof (but only if the Representative has not reasonably objected thereto by notice to the Company and the Trust after having been furnished a copy within a reasonable time prior to filing) and will notify the Representative promptly of such filing. The Company and the Trust jointly and severally agree with you:
(a) To file will not during such period as the Prospectus is required by law to be delivered in connection with sales of the Commission pursuant Trust Preferred Securities by any Underwriter or dealer (the "Prospectus Delivery Period"), file any amendment or supplement to Rule 424(b)(2) orthe Registration Statement or the Prospectus, if applicable, sub- paragraph (5) unless a copy thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not later than the second business day following the execution and delivery of this Agreementhave objected thereto in good faith.
(b) To advise you promptly andEach of the Company and the Trust will use its best efforts to cause the Registration Statement to remain effective through the completion of the Underwriters' distribution of the Trust Preferred Securities, if requested by youand will notify the Representative promptly, to and will confirm such advice in writing, (i) of the preparation and filing (subject to Section 4(a)) of any post-effective amendment to the Registration Statement and when any such post-effective amendment becomes effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof, (iv) of the suspension of the qualification or registration of the Trust Preferred Securities for offering or sale in any jurisdiction, or of the initiation or threat of any proceeding for any such purposes, and purpose; (iiiv) of the happening of any event during the period referred to Prospectus Delivery Period that in paragraph (e) below which the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein therein, in light of the circumstances in which they are made, not misleadingmisleading and (vi) of the receipt by the Company or any representative or attorney of the Company of any other communication from the Commission relating to the Company, the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time the Commission or any jurisdiction shall issue threaten to issue, or shall issue, any stop order suspending the effectiveness of the Registration StatementStatement or suspending the qualification or registration of the Trust Preferred Securities for sale in any jurisdiction, the Company and the Trust will make every reasonable effort to prevent the issuance of such order and, if such an order should be issued, to obtain the withdrawal or lifting of such order at the earliest possible timemoment. Each of the Company and the Trust will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to Rule 430A and to notify the Representative promptly of all such filings.
(c) To furnish If, at any time when a Prospectus relating to you, without charge, signed copies of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and to furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request.
(d) During such period as in the opinion of counsel for the Underwriters a prospectus Trust Preferred Securities is required by law to be delivered in connection with sales of under the Securities by an Underwriter or a dealer, not to file any amendment or supplement to the Registration Statement or to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object; and to prepare and file with the Commission, promptly upon your reasonable requestAct, any amendment to the Registration Statement or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities by you, and to use each of their best efforts to cause any such post-effective amendment to the Registration Statement to become promptly effective.
(e) For such period as in the opinion of counsel for the Underwriters a prospectus is required by law to be delivered in connection with sales of the Securities by an Underwriter or a dealer, to furnish to each Underwriter and dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriter or dealer may reasonably request.
(f) If during the period specified in paragraph (e) any event shall occur occurs as a result of which, in the opinion judgment of counsel for the Company or the Underwriters, it becomes the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary at any time to amend or supplement the Prospectus or the Registration Statement to comply with any lawthe Act or the Rules and Regulations, forthwith to prepare the Trust and the Company will promptly notify the Representative thereof and, subject to paragraph Section 4(b) hereof, will prepare and file with the Commission, at the Company's expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance.
(d) aboveThe Company will furnish to the Representative, without charge, with a signed copy of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits.
(e) The Company will comply with all the provisions of all undertakings contained in the Registration Statement.
(f) During the Prospectus Delivery Period, the Company will promptly furnish to the Underwriters, without charge, as many copies of the Prospectus (containing the Prospectus Supplement) and any amendment or supplement thereto as the Underwriters may from time to time reasonably request. The Company consents to the use of the Prospectus, as amended or supplemented from time to time, by the Underwriters and by all dealers to whom the Trust Preferred Securities may be sold, both in connection with the offering or sale of the Trust Preferred Securities and, thereafter, during the Prospectus Delivery Period. If during the Prospectus Delivery Period any event shall occur which in the judgment of the Company or the Underwriters should be set forth in the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made, not misleading, or if, in the judgment of the Company or the Underwriters, it is necessary to supplement or amend the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto. Except as required by the Exchange Act or supplement the Exchange Act Rules and Regulations, the Company shall not file any document under the Exchange Act to which the Representative reasonably objects before the termination of the Prospectus so that the statements in Delivery Period if such document would be deemed to be incorporated by reference into the Prospectus, as so amended or supplemented, will not in the light of the circumstances when they were so made, be misleading, or so that the Prospectus will comply with law, and to furnish to each Underwriter and to such dealers as you shall specify, such number of copies thereof as such Underwriter or dealers may reasonably request.
(g) Prior to any public offering of the SecuritiesTrust Preferred Securities by the Underwriters, to the Trust and the Company will cooperate with you the Representative and its counsel for the Underwriters in connection with the registration or qualification of the Trust Preferred Securities for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky blue sky laws of such jurisdictions as you the Representative may reasonably request; provided, to continue such qualification in effect so long as required for distribution of the Securities and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that which would subject it to general service of process in suits other than those arising out of the offering or sale of the Securities in any jurisdiction where it is not now so subject.
(h) In The Company will furnish to the case Representative and each other Underwriter who may so request copies of such financial statements and other periodic and special reports as the CompanyCompany may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to make generally available the Representative and each other Underwriter who may so request a copy of each annual or other report it shall be required to its security holders as soon as reasonably practicable an earnings statement covering a period of at least twelve months after file with the effective date of the Registration Statement which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities ActCommission.
(i) If at any time during such period the The Company ceases to will timely file several reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, during the period of five years after the date of this Agreement, (i) Act as are necessary in order to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of the Securities a financial report of the Company and its subsidiaries (including the Trust) on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of changes in stockholders’ equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to mail and make generally available as soon as reasonably practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year.
(j) During the period referred to in paragraph (i), to furnish to you as soon as available a copy of each report or proxy statement of the Company and the Trust mailed to the security holders of the Company or as soon as practicable an earnings statement for the Trustpurposes of, respectivelyand to provide for the benefits contemplated by, or filed with the Commission last paragraph of Section 11(a) of the Act.
(j) The Trust and such other publicly available information concerning the Company will apply the net proceeds from the offering and its subsidiaries as you may reasonably requestsale of the Trust Preferred Securities in the manner set forth in the Prospectus under "Use of Proceeds".
(k) To pay all costsThe Trust and the Company will not at any time, expensesdirectly or indirectly, fees and taxes incident take any action intended, or which might reasonably be expected, to (i) the preparationcause or result in, printingor which will constitute, filing and distribution under the Securities Act stabilization of the Registration Statement (including financial statements and exhibits), each preliminary prospectus and all amendments and supplements price of the shares of Trust Preferred Securities to facilitate the sale or resale of any of them prior to or during the period specified in paragraph (e), (ii) the printing and delivery of the Prospectus and all amendments or supplements to it during the period specified in paragraph (e), (iii) the printing and delivery of this Agreement, any Blue Sky Memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection with the offering of the Securities (including in each case any disbursements of counsel for the Underwriters relating to such printing and delivery), (iv) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the several states (including in each case the fees and disbursements of counsel for the Underwriters relating to such registration or qualification and memoranda relating thereto), (v) filings and clearance with the National Association of Securities Dealers, Inc. in connection with the offering, including reasonable fees and disbursements of Underwriters’ counsel and any fees in connection therewith, (vi) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Securities by the Underwriters or by dealers to whom Securities may be sold, (vii) the rating agencies in connection with the rating of the Trust Preferred Securities, (viii) the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee and, to the extent agreed with the Trustee, the reasonable fees and disbursements of counsel to the Trustee, (ix) the fees and disbursements of the Trust’s counsel [and] (x) the fees and disbursements of the Company’s counsel and accountants, [and (xi) admitting the Securities for trading in the [insert relevant exchange]]1.
(l) During the period beginning on the date hereof of this Agreement and continuing to and including the date that is [___] days after Closing Date, the Closing Date for Company will not, without the purchase consent of the SecuritiesRepresentative, not to offerpublicly offer or announce the public offering of, sell, contract to sell or otherwise dispose of any trust preferred securities or any other securities, including any backup undertakings of such trust preferred securities or other securities, of us or of the Trust, in each case that are substantially similar to the Trust Preferred Securities (other than and are covered by a registration statement filed under the Securities), without your prior written consentAct.
(m) To use their best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company or the Trust prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.
Appears in 1 contract
Samples: Underwriting Agreement (Popular Inc)
Agreements of the Company and the Trust. Each of the Trust and the Company, jointly and severally covenants and agrees with each of the several Underwriters as follows:
(a) If a Prospectus Supplement has not been filed as contemplated by Section 3(a) hereof, the Company and the Trust will cause the Prospectus Supplement to be filed as contemplated by Section 3(a) hereof (but only if the Representative has not reasonably objected thereto by notice to the Company and the Trust after having been furnished a copy within a reasonable time prior to filing) and will notify the Representative promptly of such filing. The Company and the Trust jointly and severally agree with you:
(a) To file will not during such period as the Prospectus is required by law to be delivered in connection with sales of the Commission pursuant Trust Preferred Securities by any Underwriter or dealer (the "Prospectus Delivery Period"), file any amendment or supplement to Rule 424(b)(2) orthe Registration Statement or the Prospectus, if applicable, sub- paragraph (5) unless a copy thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not later than the second business day following the execution and delivery of this Agreementhave objected thereto in good faith.
(b) To advise you promptly andEach of the Company and the Trust will use its best efforts to cause the Registration Statement to remain effective through the completion of the Underwriters' distribution of the Trust Preferred Securities, if requested by youand will notify the Representative promptly, to and will confirm such advice in writing, (i) of the preparation and filing (subject to Section 4(a)) of any post-effective amendment to the Registration Statement and when any such post-effective amendment becomes effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof, (iv) of the suspension of the qualification or registration of the Trust Preferred Securities for offering or sale in any jurisdiction, or of the initiation or threat of any proceeding for any such purposes, and purpose; (iiiv) of the happening of any event during the period referred to Prospectus Delivery Period that in paragraph (e) below which the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein therein, in light of the circumstances in which they are made, not misleadingmisleading and (vi) of the receipt by the Company or any representative or attorney of the Company of any other communication from the Commission relating to the Company, the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time the Commission or any jurisdiction shall issue threaten to issue, or shall issue, any stop order suspending the effectiveness of the Registration StatementStatement or suspending the qualification or registration of the Trust Preferred Securities for sale in any jurisdiction, the Company and the Trust will make every reasonable effort to prevent the issuance of such order and, if such an order should be issued, to obtain the withdrawal or lifting of such order at the earliest possible timemoment. Each of the Company and the Trust will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to Rule 430A and to notify the Representative promptly of all such filings.
(c) To furnish If, at any time when a Prospectus relating to you, without charge, signed copies of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and to furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request.
(d) During such period as in the opinion of counsel for the Underwriters a prospectus Trust Preferred Securities is required by law to be delivered in connection with sales of under the Securities by an Underwriter or a dealer, not to file any amendment or supplement to the Registration Statement or to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object; and to prepare and file with the Commission, promptly upon your reasonable requestAct, any amendment to the Registration Statement or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities by you, and to use each of their best efforts to cause any such post-effective amendment to the Registration Statement to become promptly effective.
(e) For such period as in the opinion of counsel for the Underwriters a prospectus is required by law to be delivered in connection with sales of the Securities by an Underwriter or a dealer, to furnish to each Underwriter and dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriter or dealer may reasonably request.
(f) If during the period specified in paragraph (e) any event shall occur occurs as a result of which, in the opinion judgment of counsel for the Company or the Underwriters, it becomes the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary at any time to amend or supplement the Prospectus or the Registration Statement to comply with any lawthe Act or the Rules and Regulations, forthwith to prepare the Trust and the Company will promptly notify the Representative thereof and, subject to paragraph Section 4(b) hereof, will prepare and file with the Commission, at the Company's expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance.
(d) aboveThe Company will furnish to the Representative, without charge, with a signed copy of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits.
(e) The Company will comply with all the provisions of all undertakings contained in the Registration Statement.
(f) During the Prospectus Delivery Period, the Company will promptly furnish to the Underwriters, without charge, as many copies of the Prospectus (containing the Prospectus Supplement) and any amendment or supplement thereto as the Underwriters may from time to time reasonably request. The Company consents to the use of the Prospectus, as amended or supplemented from time to time, by the Underwriters and by all dealers to whom the Trust Preferred Securities may be sold, both in connection with the offering or sale of the Trust Preferred Securities and, thereafter, during the Prospectus Delivery Period. If during the Prospectus Delivery Period any event shall occur which in the judgment of the Company or the Underwriters should be set forth in the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made, not misleading, or if, in the judgment of the Company or the Underwriters, it is necessary to supplement or amend the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto. Except as required by the Exchange Act or supplement the Exchange Act Rules and Regulations, the Company shall not file any document under the Exchange Act to which the Representative reasonably objects before the termination of the Prospectus so that the statements in Delivery Period if such document would be deemed to be incorporated by reference into the Prospectus, as so amended or supplemented, will not in the light of the circumstances when they were so made, be misleading, or so that the Prospectus will comply with law, and to furnish to each Underwriter and to such dealers as you shall specify, such number of copies thereof as such Underwriter or dealers may reasonably request.
(g) Prior to any public offering of the SecuritiesTrust Preferred Securities by the Underwriters, to the Trust and the Company will cooperate with you the Representative and its counsel for the Underwriters in connection with the registration or qualification of the Trust Preferred Securities for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky blue sky laws of such jurisdictions as you the Representative may reasonably request; provided, to continue such qualification in effect so long as required for distribution of the Securities and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that which would subject it to general service of process in suits other than those arising out of the offering or sale of the Securities in any jurisdiction where it is not now so subject.
(h) In The Company will furnish to the case Representative and each other Underwriter who may so request copies of such financial statements and other periodic and special reports as the CompanyCompany may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to make generally available the Representative and each other Underwriter who may so request a copy of each annual or other report it shall be required to its security holders as soon as reasonably practicable an earnings statement covering a period of at least twelve months after file with the effective date of the Registration Statement which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities ActCommission.
(i) If at any time during The Company will timely file such period the Company ceases to file reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, during the period of five years after the date of this Agreement, (i) Act as are necessary in order to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of the Securities a financial report of the Company and its subsidiaries (including the Trust) on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of changes in stockholders’ equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to mail and make generally available as soon as reasonably practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year.
(j) During the period referred to in paragraph (i), to furnish to you as soon as available a copy of each report or proxy statement of the Company and the Trust mailed to the security holders of the Company or as soon as practicable an earnings statement for the Trustpurposes of, respectivelyand to provide for the benefits contemplated by, or filed the last paragraph of Section 11(a) of the Act.
(j) The Trust and the Company will apply the net proceeds from the offering and sale of the Trust Preferred Securities in the manner set forth in the Prospectus under "Use of Proceeds" and in compliance with the Commission and such other publicly available information concerning terms of the Company and its subsidiaries as you may reasonably requestRuling.
(k) To pay all costsThe Trust and the Company will not at any time, expensesdirectly or indirectly, fees and taxes incident take any action intended, or which might reasonably be expected, to (i) the preparationcause or result in, printingor which will constitute, filing and distribution under the Securities Act stabilization of the Registration Statement (including financial statements and exhibits), each preliminary prospectus and all amendments and supplements price of the shares of Trust Preferred Securities to facilitate the sale or resale of any of them prior to or during the period specified in paragraph (e), (ii) the printing and delivery of the Prospectus and all amendments or supplements to it during the period specified in paragraph (e), (iii) the printing and delivery of this Agreement, any Blue Sky Memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection with the offering of the Securities (including in each case any disbursements of counsel for the Underwriters relating to such printing and delivery), (iv) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the several states (including in each case the fees and disbursements of counsel for the Underwriters relating to such registration or qualification and memoranda relating thereto), (v) filings and clearance with the National Association of Securities Dealers, Inc. in connection with the offering, including reasonable fees and disbursements of Underwriters’ counsel and any fees in connection therewith, (vi) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Securities by the Underwriters or by dealers to whom Securities may be sold, (vii) the rating agencies in connection with the rating of the Trust Preferred Securities, (viii) the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee and, to the extent agreed with the Trustee, the reasonable fees and disbursements of counsel to the Trustee, (ix) the fees and disbursements of the Trust’s counsel [and] (x) the fees and disbursements of the Company’s counsel and accountants, [and (xi) admitting the Securities for trading in the [insert relevant exchange]]1.
(l) During Until the period beginning on the date hereof and continuing to and including the date that is [___] days after 30th business day following the Closing Date for or such earlier time as you may notify the purchase Trust or the Company, neither the Company nor any entity controlled by it will, without the consent of the SecuritiesRepresentative, not to offer, publicly offer or sell, contract to sell or otherwise dispose announce the public offering of, any debt securities within the Commonwealth of any trust preferred securities or any other securities, including any backup undertakings of such trust preferred securities or other securities, of us or of the Trust, in each case that are substantially similar to the Securities (other than the Securities), without your prior written consentPuerto Rico.
(m) To use their best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company or the Trust prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.
Appears in 1 contract
Samples: Underwriting Agreement (Popular Inc)
Agreements of the Company and the Trust. Each of the Trust and the Company, jointly and severally covenants and agrees with each of the several Underwriters as follows:
(a) If a Prospectus Supplement has not been filed as contemplated by Section 3(a) hereof, the Company and the Trust will cause the Prospectus Supplement to be filed as contemplated by Section 3(a) hereof (but only if the Representative has not reasonably objected thereto by notice to the Company and the Trust after having been furnished a copy within a reasonable time prior to filing) and will notify the Representative promptly of such filing. The Company and the Trust jointly and severally agree with you:
(a) To file will not during such period as the Prospectus is required by law to be delivered in connection with sales of the Commission pursuant Trust Preferred Securities by any Underwriter or dealer (the "Prospectus Delivery Period"), file any amendment or supplement to Rule 424(b)(2) orthe Registration Statement or the Prospectus, if applicable, sub- paragraph (5) unless a copy thereof shall first have been submitted to the Representative within a reasonable period of time prior to the filing thereof and the Representative shall not later than the second business day following the execution and delivery of this Agreementhave objected thereto in good faith.
(b) To advise you promptly andEach of the Company and the Trust will use its best efforts to cause the Registration Statement to remain effective through the completion of the Underwriters' distribution of the Trust Preferred Securities, if requested by youand will notify the Representative promptly, to and will confirm such advice in writing, (i) of the preparation and filing (subject to Section 4(a)) of any post-effective amendment to the Registration Statement and when any such post-effective amendment becomes effective, (ii) of any request by the Commission for amendments or supplements to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (iiiii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose or the threat thereof, (iv) of the suspension of the qualification or registration of the Trust Preferred Securities for offering or sale in any jurisdiction, or of the initiation or threat of any proceeding for any such purposes, and purpose; (iiiv) of the happening of any event during the period referred to Prospectus Delivery Period that in paragraph (e) below which the judgment of the Company makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or which that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein therein, in light of the circumstances in which they are made, not misleadingmisleading and (vi) of the receipt by the Company or any representative or attorney of the Company of any other communication from the Commission relating to the Company, the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time the Commission or any jurisdiction shall issue threaten to issue, or shall issue, any stop order suspending the effectiveness of the Registration StatementStatement or suspending the qualification or registration of the Trust Preferred Securities for sale in any jurisdiction, the Company and the Trust will make every reasonable effort to prevent the issuance of such order and, if such an order should be issued, to obtain the withdrawal or lifting of such order at the earliest possible timemoment. Each of the Company and the Trust will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to Rule 430A and to notify the Representative promptly of all such filings.
(c) To furnish If, at any time when a Prospectus relating to you, without charge, signed copies of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and to furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it, without exhibits, as you may reasonably request.
(d) During such period as in the opinion of counsel for the Underwriters a prospectus Trust Preferred Securities is required by law to be delivered in connection with sales of under the Securities by an Underwriter or a dealer, not to file any amendment or supplement to the Registration Statement or to make any amendment or supplement to the Prospectus of which you shall not previously have been advised or to which you shall reasonably object; and to prepare and file with the Commission, promptly upon your reasonable requestAct, any amendment to the Registration Statement or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Securities by you, and to use each of their best efforts to cause any such post-effective amendment to the Registration Statement to become promptly effective.
(e) For such period as in the opinion of counsel for the Underwriters a prospectus is required by law to be delivered in connection with sales of the Securities by an Underwriter or a dealer, to furnish to each Underwriter and dealer as many copies of the Prospectus (and of any amendment or supplement to the Prospectus) as such Underwriter or dealer may reasonably request.
(f) If during the period specified in paragraph (e) any event shall occur occurs as a result of which, in the opinion judgment of counsel for the Company or the Underwriters, it becomes the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other reason it is necessary at any time to amend or supplement the Prospectus or the Registration Statement to comply with any lawthe Act or the Rules and Regulations, forthwith to prepare the Trust and the Company will promptly notify the Representative thereof and, subject to paragraph Section 4(b) hereof, will prepare and file with the Commission, at the Company's expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance.
(d) aboveThe Company will furnish to the Representative, without charge, with a signed copy of the Registration Statement and of any post-effective amendment thereto, including financial statements and schedules, and all exhibits thereto and will furnish to the Representative, without charge, for transmittal to each of the other Underwriters, copies of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules but without exhibits.
(e) The Company will comply with all the provisions of all undertakings contained in the Registration Statement.
(f) During the Prospectus Delivery Period, the Company will promptly furnish to the Underwriters, without charge, as many copies of the Prospectus (containing the Prospectus Supplement) and any amendment or supplement thereto as the Underwriters may from time to time reasonably request. The Company consents to the use of the Prospectus, as amended or supplemented from time to time, by the Underwriters and by all dealers to whom the Trust Preferred Securities may be sold, both in connection with the offering or sale of the Trust Preferred Securities and, thereafter, during the Prospectus Delivery Period. If during the Prospectus Delivery Period any event shall occur which in the judgment of the Company or the Underwriters should be set forth in the Prospectus in order to make any statement therein, in the light of the circumstances under which it was made, not misleading, or if, in the judgment of the Company or the Underwriters, it is necessary to supplement or amend the Prospectus to comply with law, the Company will forthwith prepare and duly file with the Commission an appropriate supplement or amendment thereto. Except as required by the Exchange Act or supplement the Exchange Act Rules and Regulations, the Company shall not file any document under the Exchange Act to which the Representative reasonably objects before the termination of the Prospectus so that the statements in Delivery Period if such document would be deemed to be incorporated by reference into the Prospectus, as so amended or supplemented, will not in the light of the circumstances when they were so made, be misleading, or so that the Prospectus will comply with law, and to furnish to each Underwriter and to such dealers as you shall specify, such number of copies thereof as such Underwriter or dealers may reasonably request.
(g) Prior to any public offering of the SecuritiesTrust Preferred Securities by the Underwriters, to the Trust and the Company will cooperate with you the Representative and its counsel for the Underwriters in connection with the registration or qualification of the Trust Preferred Securities for offer and sale by the several Underwriters and by dealers under the state securities or Blue Sky blue sky laws of such jurisdictions as you the Representative may reasonably request; provided, to continue such qualification in effect so long as required for distribution of the Securities and to file such consents to service of process or other documents as may be necessary in order to effect such registration or qualification, provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that which would subject it to general service of process in suits other than those arising out of the offering or sale of the Securities in any jurisdiction where it is not now so subject.
(h) In The Company will furnish to the case Representative and each other Underwriter who may so request copies of such financial statements and other periodic and special reports as the CompanyCompany may from time to time distribute generally to the holders of any class of its capital stock, and will furnish to make generally available the Representative and each other Underwriter who may so request a copy of each annual or other report it shall be required to its security holders as soon as reasonably practicable an earnings statement covering a period of at least twelve months after file with the effective date of the Registration Statement which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities ActCommission.
(i) If at any time during such period the The Company ceases to will timely file several reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, during the period of five years after the date of this Agreement, (i) Act as are necessary in order to mail as soon as reasonably practicable after the end of each fiscal year to the record holders of the Securities a financial report of the Company and its subsidiaries (including the Trust) on a consolidated basis (and a similar financial report of all unconsolidated subsidiaries, if any), all such financial reports to include a consolidated balance sheet, a consolidated statement of operations, a consolidated statement of cash flows and a consolidated statement of changes in stockholders’ equity as of the end of and for such fiscal year, together with comparable information as of the end of and for the preceding year, certified by independent certified public accountants, and (ii) to mail and make generally available as soon as reasonably practicable after the end of each quarterly period (except for the last quarterly period of each fiscal year) to such holders, a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows (and similar financial reports of all unconsolidated subsidiaries, if any) as of the end of and for such period, and for the period from the beginning of such year to the close of such quarterly period, together with comparable information for the corresponding periods of the preceding year.
(j) During the period referred to in paragraph (i), to furnish to you as soon as available a copy of each report or proxy statement of the Company and the Trust mailed to the security holders of the Company or as soon as practicable an earnings statement for the Trustpurposes of, respectivelyand to provide for the benefits contemplated by, or filed with the Commission last paragraph of Section 11(a) of the Act.
(j) The Trust and such other publicly available information concerning the Company will apply the net proceeds from the offering and its subsidiaries as you may reasonably requestsale of the Trust Preferred Securities in the manner set forth in the Prospectus under "Use of Proceeds."
(k) To pay all costsThe Trust and the Company will not at any time, expensesdirectly or indirectly, fees and taxes incident take any action intended, or which might reasonably be expected, to (i) the preparationcause or result in, printingor which will constitute, filing and distribution under the Securities Act stabilization of the Registration Statement (including financial statements and exhibits), each preliminary prospectus and all amendments and supplements price of the shares of Trust Preferred Securities to facilitate the sale or resale of any of them prior to or during the period specified in paragraph (e), (ii) the printing and delivery of the Prospectus and all amendments or supplements to it during the period specified in paragraph (e), (iii) the printing and delivery of this Agreement, any Blue Sky Memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection with the offering of the Securities (including in each case any disbursements of counsel for the Underwriters relating to such printing and delivery), (iv) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the several states (including in each case the fees and disbursements of counsel for the Underwriters relating to such registration or qualification and memoranda relating thereto), (v) filings and clearance with the National Association of Securities Dealers, Inc. in connection with the offering, including reasonable fees and disbursements of Underwriters’ counsel and any fees in connection therewith, (vi) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Securities by the Underwriters or by dealers to whom Securities may be sold, (vii) the rating agencies in connection with the rating of the Trust Preferred Securities, (viii) the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee and, to the extent agreed with the Trustee, the reasonable fees and disbursements of counsel to the Trustee, (ix) the fees and disbursements of the Trust’s counsel [and] (x) the fees and disbursements of the Company’s counsel and accountants, [and (xi) admitting the Securities for trading in the [insert relevant exchange]]1.
(l) During the period beginning on the date hereof of this Agreement and continuing to and including the date that is [___] days after Closing Date, the Closing Date for Company will not, without the purchase consent of the SecuritiesRepresentative, not to offerpublicly offer or announce the public offering of, sell, contract to sell or otherwise dispose of any trust preferred securities or any other securities, including any backup undertakings of such trust preferred securities or other securities, of us or of the Trust, in each case that are substantially similar to the Trust Preferred Securities (other than and are covered by a registration statement filed under the Securities), without your prior written consentAct.
(m) To use their best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company or the Trust prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities.
Appears in 1 contract
Samples: Underwriting Agreement (Popular Inc)
