Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel,...
Certain Representations and Agreements. By executing and delivering this Transfer Supplement, the Transferor Lender and each Purchasing Lender confirm to and agree with each other and the Agent and the Lenders as follows:
Certain Representations and Agreements. The Company represents, covenants and agrees:
Certain Representations and Agreements. By executing and delivering this Transfer Supplement, the Transferring Participant and the Purchasing Participant represent, warrant and confirm to and agree with each other and the Company as follows:
Certain Representations and Agreements. By executing and delivering this Transfer Supplement, the Transferor Bank and each Purchasing Bank confirm to and agree with each other and the Agent and the Banks as follows:
Certain Representations and Agreements. The Executive hereby understands and agrees that (a) none of the shares of Restricted Stock have been registered or qualified under any federal or state securities laws and are being issued by the Company in reliance upon certain exemptions from registration or qualification under such laws, (b) because the shares of Restricted Stock have not been registered or qualified under any federal or state securities laws, such shares are subject to restrictions imposed by such laws on resale and subsequent transfer in addition to the restrictions set forth in this Agreement, (c) because the Executive may be deemed to be an affiliate of the Company under the federal securities laws, the shares of Restricted Stock may be subject to further restrictions imposed by applicable law on resale and subsequent transfer in addition to the restrictions set forth in this Agreement, and (d) he is (and his heirs, executors, administrators and representatives are) bound by, and the shares of Restricted Stock are subject to, the terms, conditions and restrictions set forth in this Agreement, the Company’s Certificate of Incorporation and By-Laws (as currently or hereafter in effect) and applicable law. The Executive hereby represents and warrants to the Company as follows:
Certain Representations and Agreements. (a) Each of PCC and PCC Shareholders, severally but not jointly, represents, warrants and agrees that (i) to its knowledge (it being understood that it has not conducted a detailed review of all agreements to which it or its subsidiaries is a party), except for governmental consents (including under the HSR Act) and the consents of DirecTV and the NRTC, neither the execution, delivery and performance of the Definitive Agreement nor the consummation of the Merger Transaction, will require any consent or approval of, filing or taking of any other action with, or notice to, any individual, partnership, corporation, limited liability company, unincorporated organization, association, joint venture or other entity (a "Person") or result in a breach, constitute a default under or give rise to an offer to repurchase under any contract, agreement, incentive, instrument or other arrangement to which either is a party or by which either of them or any of their assets is bound, (ii) PCC's Annual Report on Form 10-K for the year ended December 31, 1996, and its quarterly reports on Form 10-Q for the periods ended March 31 and June 30, 1997, have been filed with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934 (the "Exchange Act"), conformed in all material respects to the requirements of the Exchange Act and the rules and regulations as in effect as of the date such reports were filed with the Commission and did not at those times (and PCC's Offering Memorandum dated October 15, 1997 (the "PCC Offering Memorandum") relating to PCC's 9-5/8% Senior Notes did not, as of its date) contain any untrue statement of any material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iii) through the date of the Closing PCC shall file all reports required to be filed by it under the Exchange Act and by NASDAQ as in effect as of the date such reports are required to be filed, and such reports shall contain no untrue statement of material fact or omit to state a material fact required to be stated therein necessary to make the statements therein, and in light of the circumstances under which they were made, not misleading.
Certain Representations and Agreements. X. Xxxxxxxxx represents and warrants to Viatel that the documents attached hereto as Exhibit B are true and complete copies of all documentation executed by Varsavsky in connection with the Margin Loan.
Certain Representations and Agreements. RELATING TO THE RESTRICTIONS ON TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH TRANSFER AGENT OR A SUCCESSOR TRANSFER AGENT, AS APPLICABLE), (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES LAWS (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (2) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (1)(F) ABOVE), IT WILL FURNISH TO HARRXX XXXST & SAVINGS BANK, AS TRANSFER AGENT (OR A SUCCESSOR TRANSFER AGENT, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (3) IT WILL DELIVER TO EACH PERSON TO WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSES 1(E) OR 1(F) ABOVE, OR PURSUANT TO RULE 144(K)) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR IS A PURCHASER WHO IS NOT A U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO HARRXX XXXST & SAVINGS BANK (OR A SUCCESSOR TRANSFER AGENT, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY PURSUANT TO CLAUSES (1)(E) OR 1(F) ABOVE, OR UPON ANY TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY AFTER THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. Any such Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the cer...
Certain Representations and Agreements. By executing and delivering this Swap Party Supplement, the Swap Party confirms to and agrees with the Collateral Agent and each other Secured Party as follows:
