Certain Agreements of the Company and the Guarantor. The Company and the Guarantor agree with the several Underwriters that:
Certain Agreements of the Company and the Guarantor. Each of the Company and the Guarantor, jointly and severally, agrees with the several Underwriters that it will furnish to _____________________, counsel for the Underwriters ("Underwriter's Counsel"), one signed copy of the registration statement relating to the Securities, including all exhibits, in the form it became effective and of all amendments thereto and that, in connection with each offering of Securities:
(a) The Company and the Guarantor will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b).
(b) During the time when a prospectus relating to the Securities is required to be delivered under the Act, (i) the Company or the Guarantor will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement and (ii) the Company or the Guarantor will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.
(c) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an 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, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company and the Guarantor promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Representatives' consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5.
(d) The Company will make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiar...
Certain Agreements of the Company and the Guarantor. The Company and the Guarantor agree with the several Purchasers that:
Certain Agreements of the Company and the Guarantor. Each of the Company and the Guarantor agrees with the several Underwriters that:
(a) Filing of Prospectuses and Issuer Free Writing Prospectuses. The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and consented to by the Representatives, subparagraph (3), subparagraph (4) or subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the execution and delivery of this Agreement and will file any Issuer Free Writing Prospectus (including the term sheet in the form of Annex I to Schedule B hereto) to the extent required by Rule 433 under the Act. The Company will advise the Representatives promptly of any such filing pursuant to Rule 424(b) and provide satisfactory evidence to the Representatives of such timely filing. The Company has complied and will comply with Rule 433.
Certain Agreements of the Company and the Guarantor. Each of the Company (solely with respect to the Company Registration Statement, the Company Statutory Prospectus and the Company Prospectus) and the Guarantor (solely with respect to the Guarantor Registration Statement, the Guarantor Statutory Prospectus and the Guarantor Prospectus) severally agrees with the several Underwriters, as applicable, that it will furnish to counsel for the Underwriters, one signed copy (which may be a conformed copy delivered electronically) of the Company Registration Statement and the Guarantor Registration Statement, as applicable, including all exhibits, in the form they first became effective and of all amendments thereto and that, in connection with each offering of Offered Securities:
(a) The Company and the Guarantor have filed or will file each of the Company Statutory Prospectus and Guarantor Statutory Prospectus (including the Company Prospectus and the Guarantor Prospectus), respectively, pursuant to and in accordance with Rule 424(b)(2) (or, if applicable and consented to by the Lead Underwriter, subparagraph (5)) not later than the second business day following the earlier of the date it is first used or the date of the Terms Agreement. The Company and the Guarantor have complied and will comply with Rule 433.
(b) For so long as Offered Securities remain unsold by the Underwriters, each of the Company, with respect to the Company Registration Statement and the Company Statutory Prospectus, and the Guarantor, with respect to the Guarantor Registration Statement and the Guarantor Statutory Prospectus, will advise the Lead Underwriter promptly of any proposal to amend or supplement the Company Registration Statement, the Guarantor Registration Statement, any Company Statutory Prospectus or any Guarantor Statutory Prospectus, as the case may be, and will afford the Lead Underwriter a reasonable opportunity for review and comment, which shall in any case not be longer than three business days, and the Company or the Guarantor, as the case may be, shall not file any such proposed amendment or supplement to which the Representatives reasonably object (unless in the judgment of counsel, the Company or the Guarantor is required to file the same (without the need for reliance on Rule 12b-25 under the Exchange Act)), and the Company or the Guarantor, as the case may be, will also advise the Lead Underwriter promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order ...
Certain Agreements of the Company and the Guarantor. Each of the Company and the Guarantor, jointly and severally, covenants and agrees with the several Underwriters that in connection with each offering of Securities:
(a) The Company and the Guarantor will file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b). The Company and the Guarantor will file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company or the Guarantor with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Prospectus Delivery Period (as defined below); and the Company will furnish copies of the Prospectus to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of the Terms Agreement or as promptly as practicable thereafter in such quantities as the Representatives may reasonably request.
(b) The Company will deliver, without charge to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period, as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) as the Representatives may reasonably request. As used herein, the term "Prospectus Delivery Period" means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered in connection with sales of the Securities by any Underwriter or dealer.
Certain Agreements of the Company and the Guarantor. The Company and the Guarantor jointly and severally agree with the Agents that:
(a) Before using, authorizing, approving, referring to or filing any Free Writing Prospectus, the Company will furnish to JPMS, in its capacity as agent, and counsel for JPMS, a copy of the proposed Free Writing Prospectus for review and will not use, authorize, approve, refer to or file any such Free Writing Prospectus to which JPMS objects in its reasonable judgment.
(b) The Company will advise each Agent promptly of any proposal to amend or supplement the Time of Sale Information, the Prospectus or the Registration Statement or to register the Program Securities and the Guarantees under any additional or replacement registration statements other than the Registration Statement referred to in Section 2(a) above (other than any proposal for an amendment or supplement or additional registration statement that relates only to the offering and sale of securities other than the Program Securities or the offering and sale of Program Securities other than through such Agent). The Company will also advise each Agent promptly of (i) the filing with the Commission of each amendment or supplement to the Prospectus or the Registration Statement and each such additional or replacement registration statement (other than any amendment, supplement or additional registration statement that relates only to the offering and sale of securities other than the Program Securities or the offering and sale of Program Securities other than through such Agent), (ii) the institution by the Commission of any stop order proceedings in respect of the Registration Statement or any such additional or replacement registration statement, and will use its best efforts to prevent the issuance of any such stop order and, if such a stop order is issued, to obtain its lifting as soon as possible and (iii) receipt by the Company or the Guarantor of any notification with respect to the suspension of the qualification of the Program Securities or the Guarantees for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose.
(c) If, at any time when a Prospectus or Time of Sale Information relating to the Program Securities is required to be delivered under the Act, any event shall occur as a result of which the Prospectus or Time of Sale Information as then amended or supplemented shall include an untrue statement of a material fact or omit to state any material fact necessary to make the...
Certain Agreements of the Company and the Guarantor. Each of the Company and the Guarantor, jointly and severally, agrees with the several Purchasers that:
(a) The Company or the Guarantor will advise CSFBC promptly of any proposal to amend or supplement the Offering Document and will not effect such amendment or supplementation without CSFBC's consent. If, at any time prior to the completion of the resale of the Offered Securities by the Purchasers, any event occurs as a result of which the Offering
