Certain Covenants of the Sponsor. The Sponsor, on its own behalf and on behalf of the Trust, covenants and agrees:
(a) to notify the Authorized Purchaser promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and deliver or otherwise make available, at the expense of each Fund, to the Authorized Purchaser copies of such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers.
(b) to notify the Authorized Purchaser when a revised, supplemented, or amended Prospectus is available and to deliver or otherwise make available to the Authorized Purchaser copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Purchaser to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to customers, provided that as a general matter the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Purchaser on or before its effective date;
(c) to deliver or caused to be delivered to the Authorized Purchaser upon the request of the Authorized Purchaser (i) at the time of filing of any pre-effective or post-effective amendment to the Registration Statement or a new Registration Statement filed to register additional Baskets in reliance on Rule 429 of the 1933 Act, if in any such case the Registration Statement or amendment includes or incorporates by reference financial information not previously included or incorporated by reference in a Registration Statement or amendment, and (iii) at the time of effectiveness of any such Registration Statement or amendment, letters dated such dates and addressed to the Authorized Purchaser, containing statements and information of the type ordinarily included in accountants’ letters to underwriters with respect to the financial statements and other financial information contained in or incorporated by reference into the Registration Statement and the ...
Certain Covenants of the Sponsor. The Sponsor, on its own behalf and as sponsor of the Trust, covenants and agrees:
(a) to advise the Authorized Participant promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and furnish, at the expense of the Trust, to the Authorized Participant promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change;
(b) to furnish directly or cause to be furnished to the Authorized Participant, at each time (i) the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (ii) a new Registration Statement is filed to register additional Shares in reliance on Rule 429 under the 1933 Act, and (iii) there is financial information incorporated by reference into the Registration Statement or the Prospectus, such customary documents and certificates in form and content as reasonably requested and agreed; and
(c) to cause the Trust to file a post-effective amendment to the Registration Statement no less frequently than once per calendar quarter on or about the same time that the Trust files a quarterly or annual report pursuant to Section 13 or 15(d) of the 1934 Act (including the information contained in such report), until such time as the Trust’s reports filed pursuant to Section 13 or 15(d) of the 1934 Act are incorporated by reference in the Registration Statement.
Certain Covenants of the Sponsor. The Sponsor, on its own behalf and as sponsor of each Fund, covenants and agrees to notify the Authorized Participant promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and furnish, at the expense of the Trust, to the Authorized Participant promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change at such time and in such numbers as necessary to enable the Authorized Participant to comply with any obligation it may have to deliver such revised, supplemented or amended Prospectus to its customers.
Certain Covenants of the Sponsor. The Sponsor hereby covenants and agrees as follows:
Certain Covenants of the Sponsor. The Sponsor shall use its best efforts, consistent with the terms and provisions of this Agreement, to cause the Trust to remain classified as a “partnership” for U.S. federal income tax purposes.
Certain Covenants of the Sponsor. Except in accordance with the terms of this Agreement, Sponsor hereby covenants and agrees as follows:
(a) Sponsor shall not, directly or indirectly, prior to the Termination Date, except in connection with the consummation of the Mergers, (i) sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of Laws or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), enter into any Contract or option with respect to the Transfer of any of the Covered Securities or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any of the Covered Securities; (ii) publicly announce any intention to effect any transaction specified in clause (i) or (iii) take any action that would make any representation or warranty of Sponsor contained herein untrue or incorrect or have the effect of preventing or disabling Sponsor from performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer to an Affiliate of Sponsor (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee agrees to assume all of the obligations of the Sponsor under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 11(a) shall not relieve the Sponsor of its obligations under this Agreement. Any Transfer in violation of this Section 11(a) with respect to the Covered Securities shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in Sponsor.
(b) Sponsor hereby authorizes SPAC to maintain a copy of this Agreement at either the executive office or the registered office of SPAC.
(c) Sponsor shall not commence, join in, facilitate, assist or encourage, and shall take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against any of the Company, SPAC or any of their respective successors or assigns, challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or alleging a breach of any fiduciary ...
Certain Covenants of the Sponsor. The Sponsor, on its own behalf and in its capacity as sponsor of the Trust, covenants and agrees:
(a) That all materials that are to be provided by the Sponsor to existing or prospective investors or filed by the Sponsor with the SEC relating to the Trust as of the each date set forth in Sections 1.08(i), (ii), (iii) and (iv), including without limitation, the Prospectus and Registration Statement (together with all documents filed or deemed to be filed under applicable law, as a part thereof) and any post-effective amendment thereto shall comply in all material respects with applicable law, rules and regulation, including the 1933 Act, and shall not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading;
(b) As of the date that they are approved and as of the each date set forth in Sections 1.08(i), (ii), (iii) and (iv), that the Sponsor Approved Marketing Materials shall comply in all material respects with applicable law, rules and regulations, including the 1933 Act and shall not include an untrue statement of material fact;
(c) To furnish to the Marketing Agent, at the expense of the Trust, as many copies of the Prospectus, including any applicable amendments and supplements thereto, as the Marketing Agent may reasonably request for the purposes contemplated hereby;
(d) To furnish to the Marketing Agent in a prompt manner any information requested by the Marketing Agent in connection with monitoring compliance with applicable FINRA limitations, including, but not limited to, under FINRA Rule 2310;
(e) To advise the Marketing Agent promptly and, if requested by the Marketing Agent, to confirm such advice in writing when any post-effective amendment to the Registration Statement has become effective;
(f) To prepare such amendments or supplements to the Registration Statement or the Prospectus and to file such amendments or supplements with the SEC, when and as required by the 1933 Act and the rules and regulations of the SEC thereunder, including if reasonably requested by the Marketing Agent; and to advise the Marketing Agent promptly, confirming such advice in writing, of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of the institution of proceedings for, or the entry of a stop order suspending ...
Certain Covenants of the Sponsor. The Sponsor, on its own behalf and in its capacity as sponsor of the Trust, covenants and agrees:
(a) That it will notify JPMAM promptly if any of the representations, warranties and covenants made by the Sponsor in this Agreement become inaccurate at any time during the term of this Agreement.
(b) Not to establish a brand for use in connection with any Trust or the Shares, such as a name, sign, symbol, logo, color combination, slogan or other trademarks or servicemarks or to create any other exchange-traded funds without obtaining the prior written consent of JPMAM.
(c) That the Sponsor, and no other entity, will serve as the sponsor for each Trust listed on Schedule A and that the Sponsor will not pay out, pledge, assign, transfer or hypothecate any revenue received from a Trust to any other entity or person without the prior written consent of JPMAM; provided, however, that this restriction shall not apply to costs payable by the Sponsor on behalf of each Trust as set forth under the definition of Net Operating Margin.
