Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent: (a) The Registration Statement is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters. (b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters. (c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials. (d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto. (e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be. (f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a Chief Executive Officer of the Company and of the Chief Financial Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto. (g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance. (h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby. (i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter. (j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein. (k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters. (l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effect.
Appears in 5 contracts
Samples: Underwriting Agreement (Schultze Special Purpose Acquisition Corp. II), Underwriting Agreement (Schultze Special Purpose Acquisition Corp. II), Underwriting Agreement (Schultze Special Purpose Acquisition Corp. II)
Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of on the Company and delivered pursuant to the provisions date hereof, to at the time of purchase and, if applicable, at each additional time of purchase, the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, Company shall furnish to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within Representatives at the time period required by Rule 424(b) and Rule 430Aof purchase and, or a post-effective amendment providing the Rule 430A Information shall have been filed withif applicable, and declared effective byat each additional time of purchase, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written an opinion and 10b-5 negative assurance letter of Xxxxxxxxx Xxxxxxx, Xxxxxxxx & Xxxxx LLP, U.S counsel to the Company, and an opinion of Xxxxxx and Calder, Cayman Islands counsel to the Company, each addressed to the Underwriters (with executed copies for each Underwriter), dated the time of purchase or such dateadditional time of purchase, as the case may be, and in form and substance satisfactory to the UnderwritersRepresentatives.
(cb) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters The Representatives shall have received from WithumSmith+Xxxxx, PC letters dated, respectively, the favorable written opinion and 10b-5 letter date of Xxxx Xxxxxxxx LLPthis Agreement, counsel the date of the Prospectus, the time of purchase and, if applicable, each additional time of purchase, each addressed to the Underwriters, dated such date, Underwriters (with executed copies for each Underwriter) in form and substance satisfactory to the Underwriters. Such counsel may state thatRepresentatives, insofar as such opinion involves factual matterswhich letters shall cover, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreementwithout limitation, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the various financial statements and other financial information included in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given disclosures contained in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters .
(c) The Representatives shall have received at the time of purchase and, if applicable, at each additional time of purchase, an opinion and negative assurance letter of Ellenoff Xxxxxxxx & Schole LLP, counsel to the Underwriters, dated the time of purchase or such additional time of purchase, as the case may be, in form and substance reasonably satisfactory to the Representatives.
(d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which the Representatives shall have objected in writing.
(e) The Registration Statement, the Exchange Act Registration Statement and any registration statement required to be filed, prior to the sale of the Units, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act or the Exchange Act, as the case may be. If Rule 430A under the Act is used, the Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act).
(f) Prior to and at the time of purchase, and, if applicable, each additional time of purchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) neither the Preliminary Prospectus nor the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (iv) no Disclosure Package, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (v) none of the Permitted Exempt Written Communications, if any, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.
(g) The Company will, at the time of purchase and, if applicable, at each additional time of purchase, deliver to the Representatives a certificate of a its Chief Executive Officer of the Company and of the its Chief Financial Officer of the CompanyOfficer, dated the time of purchase or such dateadditional time of purchase, to as the effect set forth case may be, in the form attached as Exhibit A hereto.
(gh) On The Company shall have furnished to the date Representatives such other documents and certificates as to the accuracy and completeness of this any statement in the Registration Statement, any Preliminary Prospectus or the Prospectus as of the time of purchase and, if applicable, each additional time of purchase, as the Representatives may reasonably request.
(i) The Company shall have furnished to the Representatives at the time of purchase executed copies of the Trust Agreement, at the Time of Purchase and on any Option Securities Settlement DateWarrant Agreement, the Securities Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, the Insider Letter and the Administrative Services Agreement.
(j) The Units, the Class A Ordinary Shares and the Public Warrants shall have been duly listed, and admitted and authorized approved for trading, listing on Nasdaqthe NYSE, subject only to official notice of issuanceissuance and evidence of satisfactory distribution at or prior to the time of purchase or each additional time of purchase, as the case may be.
(hk) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting underwriting, or other arrangements of the transactions transactions, contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Peridot Acquisition Corp. II), Underwriting Agreement (Peridot Acquisition Corp. II), Underwriting Agreement (Peridot Acquisition Corp.)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter or opinions (which shall include a customary negative assurance opinion) of Xxxxxxxxx XxxxxxxOgier, LLP, Cayman Islands counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Lxxx & Loeb, LLP, counsel to the UnderwritersCompany, dated such date, in form and substance satisfactory to the Underwriters.
(d) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of DLA Piper LLP (US), counsel to the Underwriters, dated such date, with respect to such matters as the Underwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(de) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx MaloneBailey LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(ef) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx MaloneBailey LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d5(e) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(fg) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(gh) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(hi) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(ij) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(jk) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor Units and Private Placement Rights to be wired to the Company and the Company shall direct the trustee Trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(kl) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(lm) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 3 contracts
Samples: Underwriting Agreement (DT Cloud Acquisition Corp), Underwriting Agreement (DT Cloud Acquisition Corp), Underwriting Agreement (DT Cloud Acquisition Corp)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Xxxx & Loeb LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Sidley Austin LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPWithumSmith+Brown, PC, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP WithumSmith+Brown, PC a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Sponsor Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 3 contracts
Samples: Underwriting Agreement (NewHold Investment Corp. II), Underwriting Agreement (NewHold Investment Corp. II), Underwriting Agreement (NewHold Investment Corp. II)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Loeb & Loeb LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Sidley Austin LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPWithumSmith+Xxxxx, PC, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP WithumSmith+Xxxxx, PC a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Sponsor Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 3 contracts
Samples: Underwriting Agreement (NewHold Investment Corp. II), Underwriting Agreement (NewHold Investment Corp.), Underwriting Agreement (NewHold Investment Corp.)
Conditions of the Underwriters’ Obligations. The obligations obligation of the Underwriters hereunder are subject to offer and sell the Common Stock as exclusive agents for the Company and the Selling Stockholder on a best efforts basis, as provided herein, shall be subject, in their discretion, to the continuing accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and any Selling Stockholder contained herein and in each certificate and document contemplated under this Agreement to be delivered pursuant to the provisions hereofRepresentative, as of the date hereof and as of the Closing Date, to the performance by the Company and the Selling Stockholders of its their respective obligations hereunder hereunder, and to the following additional conditions precedentconditions:
(a) The Registration Statement shall have become effective not later than 6:00 P.M., New York City Time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Underwriter.
(b) At the time this Agreement is executed and at the Closing Date, you shall have received the favorable opinion of Messrs. Jeffxx Xxxxxxx Xxxxxx & Xarmxxx, XXP, counsel for the Company, dated the date of delivery, addressed to the Representative, to the effect that:
(i) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company is duly qualified to do business and are in good standing in every jurisdiction in which its ownership, leasing, licensing, or use of property and assets or the conduct of its business makes such qualification necessary;
(ii) The authorized capital stock of the Company consists of 25,000,000 shares of Preferred Stock of which none are issued or outstanding and 100,000,000 shares of Common Stock, of which 16,500,000 shares are issued and outstanding. Each outstanding share of Common Stock is validly authorized, validly issued, fully paid, and nonassessable, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders' agreements, and voting trusts, except as set forth in the Prospectus. Except as disclosed in the Prospectus, to the knowledge of such counsel, there is no commitment, plan, or arrangement to issue, and no outstanding option, warrant, or other right calling for the issuance of, any share of capital stock of the Company or any security or other instrument which by its terms is convertible into, exercisable for, or exchangeable for capital stock of the Company, except as may be properly described in the Prospectus;
(iii) To the knowledge of counsel, the Company is not in violation or breach of, or in default with respect to, any material provision of its certificates of incorporation (or other charter document) or by-laws;
(iv) The Company has all requisite power and authority to execute, deliver, and perform this Agreement. All necessary corporate proceedings of the Company have been taken to authorize the execution, delivery, and performance of this Agreement by the Company. This Agreement has been duly authorized, executed, and delivered by the Company, is the legal, valid, and binding obligation of the Company, and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to the Company in accordance with its terms;
(v) The Common Stock sold by the Company in this Offering will be validly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid, and nonassessable and will not be issued in violation of any preemptive rights of stockholders; and
(vi) The Registration Statement has become effective under the Act and no stop order suspending Act. To the effectiveness knowledge of the Registration Statement or any post-effective amendment thereto has been issued under the Actsuch counsel, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto Stop Order has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriterswriting.
(c) At the Time of Purchase time this Agreement is executed and any Option Securities Settlement at the Closing Date, the Underwriters you shall have received the favorable written opinion and 10b-5 letter of Xxxx Xxxxxxxx LLPDavix Xxxxxxx, Xxq., counsel for the Selling Stockholder, dated the date of delivery, addressed to the Underwriters, dated such date, in form and substance satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have reliedRepresentative, to the extent they deem propereffect that:
(i) The Selling Stockholder is a corporation duly organized, upon certificates validly existing, and in good standing under the laws of officers Victoria, Australia. The Selling Stockholder is a company is duly qualified to do business and are in good standing in every jurisdiction in which its ownership, leasing, licensing, or use of property and assets or the conduct of its business makes such qualification necessary;
(ii) The Common Stock sold by the Selling Stockholder in this Offering will be validly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid, and nonassessable and will not be issued in violation of any preemptive rights of stockholders; nor will such Common Stock be subject to any liens, charges, commitments or encumbrances of any kind,
(iii) The Selling Stockholder has full power and authority to execute, deliver, and perform this Agreement and the Custody Agreement. This Agreement and the Custody Agreement have been duly executed and delivered by the Selling Stockholder, are the legal, valid, and binding obligations of the Selling Stockholder, and (subject to applicable bankruptcy, insolvency, and other representatives laws affecting the enforceability of creditors' rights generally) are enforceable as to them in accordance with their respective terms. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or any court or other tribunal is required by the Company Selling Stockholder for the execution, delivery, or performance of this Agreement (except filings under the Act and certificates such consents consisting only of public officialsconsents under "blue sky" or securities laws) or the Custody Agreement by the Selling Stockholder. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding known to such counsel to which the Selling Stockholder is a party, or to which such Selling Stockholder's properties or assets are subject, is required for the execution, delivery, or performance of this Agreement or the Custody Agreement; and the execution, delivery, and performance of this Agreement and the Custody Agreement will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on the Selling Stockholder or to which such Selling Stockholder's operations, business, properties, or assets are subject. Such opinions may contain such qualifications, exceptions, and assumptions and may rely upon such matters or other opinions as may be agreed upon by the Underwriters and the counsel rendering the opinion.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Closing Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters you shall have received a certificate of a the Chief Executive Officer of the Company and of the Chief Financial Officer of the CompanyCompany and Stampville, dated such datethe Closing Date, to the effect set forth in Exhibit A hereto.
(g) On that as of the date of this Agreement, at Agreement and as of the Time of Purchase and on any Option Securities Settlement Closing Date, the Securities representations and warranties of the Company and Stampville contained herein were and are accurate, and that as of the Closing Date the obligations to be performed by the Company hereunder on or prior thereto have been fully performed. At the Closing Date, you shall have been duly listedreceived a certificate of the Selling Stockholder, dated the Closing Date, to the effect that as of the date of this Agreement and as of the Closing Date, the representations and warranties of such Selling Stockholder contained herein were and are accurate, and admitted and authorized for tradingthat as of the Closing Date, the obligations to be performed by such Selling Stockholder hereunder on Nasdaq, subject only to official notice of issuanceor prior thereto have been fully performed.
(he) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all All proceedings taken by the Company in connection with the offer issuance, sale, transfer and sale delivery of the Securities as contemplated herein Common Stock shall be satisfactory in form and substance to the Representatives Underwriter.
(f) The NASD, upon review of the terms of the public offering of the Common Stock, shall not have objected to the Underwriter's participation in such offering. Any certificate or other document signed by any officer of the Company and delivered to the Underwriter or its counsel shall be deemed a representation and warranty by the Company hereunder to the Underwriter as to the statements made therein. Any certificate or other document signed by or on behalf of the Selling Stockholder and delivered to the Representative or its counsel shall be deemed a representation and warranty by such Selling Stockholder hereunder to the Representative as to the statements made therein. If any condition to the Underwriters.
(l) If ' obligations hereunder to be fulfilled prior to or at the Closing Date is not so fulfilled, the Representative may terminate this Agreement or, if the Representative so elects, in writing waive any condition specified in this Section shall such conditions which have not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by or extend the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effectfor their fulfillment.
Appears in 3 contracts
Samples: Underwriting Agreement (I T Technology Inc), Underwriting Agreement (I T Technology Inc), Underwriting Agreement (I T Technology Inc)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLPXxxxxxx PA, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor Units to be wired to the Company Company, and the Company shall direct the trustee to deposit such funds, funds into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 3 contracts
Samples: Underwriting Agreement (Jupiter Acquisition Corp), Underwriting Agreement (Jupiter Acquisition Corp), Underwriting Agreement (Jupiter Acquisition Corp)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Ellenoff Xxxxxxxx & Schole LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 3 contracts
Samples: Underwriting Agreement (Tastemaker Acquisition Corp.), Underwriting Agreement (Tastemaker Acquisition Corp.), Underwriting Agreement (Tastemaker Acquisition Corp.)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Xxxxxxx Procter LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPWithumSmith+Brown, PC, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP WithumSmith+Brown, PC a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a Co-Chief Executive Officer and Co-President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 3 contracts
Samples: Underwriting Agreement (Thayer Ventures Acquisition Corp), Underwriting Agreement (Thayer Ventures Acquisition Corp), Underwriting Agreement (Thayer Ventures Acquisition Corp)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLP, counsel to the Company, dated such date, in form and substance reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaqthe Exchange, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Cowen Investments Securities Assignment Agreements, the Director Assignment Agreement, the Sponsor Promissory Note, the Warrant Subscription Agreements, the Insider Letter and the Insider LetterAdministrative Services Agreement.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be reasonably satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 42, 84, 118, 12 11, 12 and 13 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 3 contracts
Samples: Underwriting Agreement (Concord Acquisition Corp II), Underwriting Agreement (Concord Acquisition Corp III), Underwriting Agreement (Concord Acquisition Corp II)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Ellenoff Xxxxxxxx & Schole LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPWithumSmith+Xxxxx, PC, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP WithumSmith+Xxxxx, PC a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 2 contracts
Samples: Underwriting Agreement (OCA Acquisition Corp.), Underwriting Agreement (OCA Acquisition Corp.)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxxxxxxx Xxxxxxx, O’Melveny & Xxxxx LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPWithumSmith+Xxxxx, PC, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP WithumSmith+Xxxxx, PC a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a Chief Executive Officer of the Company and of the Chief Financial Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effect.
Appears in 2 contracts
Samples: Underwriting Agreement (SportsTek Acquisition Corp.), Underwriting Agreement (SportsTek Acquisition Corp.)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLPDLA Piper LLP (US), counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Sidley Austin LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx Mxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx Mxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days (3) Business Days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one (1) Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Sponsor Private Placement Warrants to be purchased by the Sponsor Units to be wired to the Company and the Company shall direct the trustee (i) to deposit such funds, into the Trust Account so that together with the net proceeds from the offering and sale of the Securities (including the Deferred Discount), the Trust Account would equal at least one hundred and one percent (101%) the product of the number of Securities sold and the public offering price per Security as set forth on the cover of the Prospectus and (ii) to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 2 contracts
Samples: Underwriting Agreement (Lionheart III Corp), Underwriting Agreement (Lionheart III Corp)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, each of (i) Pxxx Xxxxxxxx LLP, counsel to the Company and (ii) Mxxxxx and Cxxxxx (Cayman) LLP, Cayman Islands counsel to the Company, each dated such date, and in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPWithumSmith+Brown, PC, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP WithumSmith+Brown, PC a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Assignment Agreements, the Sponsor Promissory Note, the Warrant Subscription Agreement, the Insider Letter, the Administrative Services Agreement and the Rights Agreement.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 42, 84, 118, 12 11, 12 and 13 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 2 contracts
Samples: Underwriting Agreement (Jaguar Global Growth Corp I), Underwriting Agreement (Jaguar Global Growth Corp I)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-post- effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the UnderwritersUnderwriter.
(b) At the Time of Purchase and any the Option Securities Settlement Date, the Underwriters Underwriter shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Xxxx Xxxxx LLP, counsel to the Company, dated such date, in form and substance satisfactory to the UnderwritersUnderwriter.
(c) At the Time of Purchase and any the Option Securities Settlement Date, the Underwriters Underwriter shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Sidley Austin LLP, counsel to the UnderwritersUnderwriter, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriter may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters Underwriter shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the UnderwritersUnderwriter, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any the Option Securities Settlement Date, the Underwriters Underwriter shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days Business Days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters Underwriter shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any the Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on NasdaqNYSE, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any the Option Securities Settlement Date, counsel for the Underwriters Underwriter shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the UnderwritersUnderwriter, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the UnderwritersUnderwriter.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 9, 11, 12 12, 13, 14, 15, 16 and 13 17 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 2 contracts
Samples: Underwriting Agreement (Integrated Rail & Resources Acquisition Corp), Underwriting Agreement (Integrated Rail & Resources Acquisition Corp)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxxeach of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Company, and (ii) Xxxxxx and Xxxxxx, Cayman Islands counsel to the Company, each dated such date, and in such form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and a 10b-5 letter of Xxxx Xxxxxxxx Xxxxxxxx & Schole LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 2 contracts
Samples: Underwriting Agreement (Noble Rock Acquisition Corp), Underwriting Agreement (Noble Rock Acquisition Corp)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Proskauer Rose LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter or opinions of Xxxx Xxxxxxxx LLPOgier, British Virgin Islands counsel to the UnderwritersCompany, dated such date, in form and substance satisfactory to the Underwriters.
(d) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Kxxxxxxx & Exxxx LLP, counsel to the Underwriters, dated such date, with respect to such matters as the Underwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(de) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx Mxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(ef) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx Mxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(fg) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(gh) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(hi) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(ij) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(jk) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor Units to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(kl) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(lm) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 2 contracts
Samples: Underwriting Agreement (Eucrates Biomedical Acquisition Corp.), Underwriting Agreement (Eucrates Biomedical Acquisition Corp.)
Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are to purchase and pay for the Securities, as provided herein, shall be subject to the accuracy accuracy, as of the date hereof and as of each Delivery Date, of the representations and warranties on the part of the Company Legacy Parties contained herein in this Agreement or in certificates of any officer or other representative of the Company and delivered pursuant to Partnership or any subsidiary of the provisions hereofPartnership, to the performance by the Company Legacy Parties of its their respective covenants and other obligations hereunder hereunder, and to the following additional conditions precedentfurther conditions:
(a) The Registration Statement is effective under All filings required by Rule 424 and Rule 430B of the 1933 Act Rules and no Regulations shall have been timely made.
(b) No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has Issuer Free Writing Prospectus shall have been issued and no proceedings proceeding for any of those purposes that purpose shall have been instituted or are pending initiated or, to the Company’s knowledgeknowledge of the Partnership, threatened or contemplated. The Company shall have filed with contemplated by the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed withCommission, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement each Delivery Date, the Underwriters Representatives shall have received the favorable written opinion and 10b-5 letter opinion, dated as of Xxxx Xxxxxxxx such Delivery Date, of (i) Xxxxxxx Xxxxx LLP, counsel to for the Underwriters, dated such datePartnership (“Partnership Counsel”), in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in substantially the form set forth in Exhibit A hereto and (ii) Xxx X. XxXxx, General Counsel of the General Partner, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in substantially the form set forth in Exhibit B hereto, and to such further effect as counsel to the Underwriters may reasonably request.
(d) At each Delivery Date, the Representatives shall have received the favorable opinion, dated as of such Delivery Date, of Xxxxxx & Xxxxxx L.L.P., counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably require. In giving such opinion such counsel may rely without investigation, as to all matters governed by the laws of any jurisdictions other than the law of the State of New York, the federal law of the United States and the Delaware Revised Uniform Limited Partnership Act, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company Partnership and certificates its subsidiaries and of public officials.
(de) On At each Delivery Date, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Partnership and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, and, at such Delivery Date, the Underwriters Representatives shall have received a letter from Xxxxxx LLPcertificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President or Senior Vice President of each of the Legacy Parties (or persons holding similar positions, as applicable) and of the Chief Financial Officer or Chief Accounting Officer of each of the Legacy Parties (or persons holding similar positions, as applicable), dated as of such dateDelivery Date, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Legacy Parties in this Agreement are true and correct with the same force and effect as though expressly made at and as of such Delivery Date, (iii) the Legacy Parties have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such Delivery Date under or pursuant to this Agreement, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, are contemplated by the Commission.
(f) At the time of the execution of this Agreement, the Representatives shall have received from each of BDO USA, LLP and the Reserve Engineer a letter, dated the date of this Agreement and in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letters for each of the other Underwriters, (i) in the case of the letters of BDO USA, LLP, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other certain financial information included of the Partnership contained in or incorporated by reference into the Registration Statement, the Disclosure Package and or the Prospectus and (ii) in the case of the letter of the Reserve Engineer, containing statements and information ordinarily included in reserve engineers’ “comfort letters” to underwriters with respect to the Reserve Report and related information contained in or any amendment incorporated by reference into the Registration Statement, the Disclosure Package or supplement theretothe Prospectus.
(eg) At the Time of Purchase and any Option Securities Settlement each Delivery Date, the Underwriters Representatives shall have received from Xxxxxx each of BDO USA, LLP and the Reserve Engineer a letter, dated as of such dateInitial Delivery Date and in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letters for each of the other Underwriters, to the effect that they reaffirm the statements made in the letter letters furnished pursuant to Section 5(dsubsection (f) hereofof this Section, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Delivery Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a Chief Executive Officer of the Company and of the Chief Financial Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Legacy Reserves Lp), Underwriting Agreement (Legacy Reserves Lp)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates all material respects on the date hereof and at the Closing Time and on each Date of any officer or other representative of the Company and delivered pursuant to the provisions hereofDelivery, to the performance by the Company of its obligations hereunder in all material respects and to the following additional conditions precedentfurther conditions:
(a) The Registration Statement is effective Company shall furnish to the Underwriters at the Closing Time and on each Date of Delivery an opinion of Xxxxxx & Xxxxxx, counsel for the Company, addressed to the Underwriters and dated the Closing Time and each Date of Delivery and in form satisfactory to Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, stating that:
(i) the Company has in effect a valid election as a "business development company" as provided for in Section 54 through 65 of the Investment Company Act, and it meets all requirements to qualify as a "business development company" under the Act Investment Company Act;
(ii) the Company has an authorized capitalization as set forth in the Prospectus under the caption "Capitalization"; the outstanding shares of capital stock of the Company and its Subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable; all of the outstanding shares of capital stock of ACSCIC are directly or indirectly owned of record and beneficially by the Company; 85% of the outstanding shares of capital stock of ACSLR are directly or indirectly owned of record and beneficially by the Company; except as disclosed in the Prospectus, there are no stop order suspending outstanding (i) securities or obligations of the effectiveness Company or any of its Subsidiaries convertible into or exchangeable for any capital stock of the Company or any such Subsidiary, (ii) warrants, rights or options to subscribe for or purchase from the Company or any such Subsidiary any such capital stock or any such convertible or exchangeable securities or obligations, or (iii) obligations of the Company or any such Subsidiary to issue any shares of capital stock, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options;
(iii) the Company and the Subsidiaries each has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation with full corporate power and authority to own its respective properties and to conduct its respective business as described in the Registration Statement or any post-effective amendment thereto has been issued under and Prospectus and, in the Actcase of the Company, to execute and deliver this Agreement, the Warrant Agreement and the other agreements described in the Prospectus, including but not limited to the Employment Agreements between the Company and each of Xxxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxxxxx Xxxxx and Xxxxxxx Xxxxxx, and the Loan Accounting Agreement between the Company and Xxxxx Bank, N.A., the Referral Agreement between the Company and Xxxxx Bank, N.A., and the Referral Agreement between the Company and NCB Development Corporation (the "Other Transaction Documents") and to consummate the transactions described in each such agreement;
(iv) except as disclosed in the Prospectus, no order preventing Subsidiary is prohibited or suspending the use of any preliminary prospectus restricted, directly or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending orindirectly, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLP, counsel from paying dividends to the Company, dated or from making any other distribution with respect to such dateSubsidiary's capital stock or from paying the Company or any other Subsidiary, in form and substance satisfactory any loans or advances to such Subsidiary from the Company or such other Subsidiary, or from transferring any such Subsidiary's property or assets to the Underwriters.
(c) At Company or to any other Subsidiary; other than as disclosed in the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have reliedRegistration Statement, to the extent they deem proper, upon certificates of officers and other representatives of Counsel's knowledge the Company and certificates does not own, directly or indirectly, any capital stock or other equity securities of public officials.any other corporation or any ownership interest in any partnership, joint venture or other association; (v) [Reserved];
(dvi) On the date execution, delivery and performance of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form Warrant Agreement and substance satisfactory to the Underwriters, containing statements Other Transaction Documents by the Company and information the consummation by the Company of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included in the Registration Statementtransactions contemplated under this Agreement, the Disclosure Package and Warrant Agreement or the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement DateOther Transaction Documents, as the case may be.
, do not and will not conflict with, or result in any breach of, or constitute a default under (fnor constitute any event which with notice, lapse of time, or both would constitute a breach of or default under), (i) At any provisions of the Time articles of Purchaseincorporation, there shall charter or by-laws of the Company or any Subsidiary, (ii) to the counsel's knowledge, any provision of any license, indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them or their respective properties may be bound or affected, or (iii) to the counsel's knowledge, any law or regulation or any decree, judgment or order applicable to the Company or any Subsidiary, except in the case of clause (ii) for such conflicts, breaches or defaults which individually or in the aggregate would not have beena material adverse effect on the assets, since the date of the latest audited operations, business or condition (financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a Chief Executive Officer otherwise) of the Company and its Subsidiaries taken as a whole; or result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or assets of the Chief Financial Officer Company or its Subsidiaries;
(vii) this Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, and by general principles of equity, and except that enforceability of the indemnification and contribution provisions set forth in Section 9 of this Agreement may be limited by the federal or state securities laws of the United States or public policy underlying such laws;
(viii) the Warrant Agreement and the Other Transaction Documents have been duly authorized, executed, and delivered by the Company and are legal, valid and binding agreements of the Company enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, and by general principles of equity; the issuance of the Warrants has been duly authorized; when issued and delivered pursuant to the terms of the Warrant Agreement, the Warrants will constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, and by general principles of equity; the Warrant Shares have been duly reserved for issuance upon exercise of the Warrants in accordance with the terms of the Warrant Agreement; and the Warrants will conform in all material respects to the description thereof in the Registration Statement and the Prospectus;
(ix) no approval, authorization, consent or order of or filing with any federal or state governmental or regulatory commission, board, body, authority or agency is required in connection with the execution, delivery and performance of this Agreement and the Other Transaction Documents, the consummation of the transaction contemplated hereby and thereby, the sale and delivery of the Shares by the Company as contemplated hereby other than such as have been obtained or made under the Securities Act and except that the counsel need express no opinion as to any necessary qualification under the state securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriters or any approval of the underwriting terms and arrangements by the National Association of Securities Dealers, Inc.; (x) by virtue of its election as a "business development company," the Company is not an investment company required to be registered under the Investment Company Act;
(xi) the Shares, the Warrants, and the Warrant Shares have been duly authorized and, when the Shares and the Warrant Shares have been issued and duly delivered against payment therefor as contemplated by this Agreement or the Warrant Agreement, as the case may be, the Shares and the Warrant Shares will be validly issued, fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest, or other claim;
(xii) the issuance and sale of the Shares, the Warrants, and the Warrant Shares by the Company is not subject to preemptive or other similar rights arising by operation of law, under the articles of incorporation or by-laws of the Company, dated such dateunder any agreement known to the counsel to which the Company or any of its Subsidiaries is a party or, to the effect set forth counsel's knowledge, otherwise; (xiii) the Shares and the Warrant Shares conform in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect all material respects to the fairness or reasonableness of descriptions thereof contained in the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements Registration Statement and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effect.Prospectus;
Appears in 1 contract
Samples: Underwriting Agreement (American Capital Strategies LTD)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx XxxxxxxGxxxxxxxx Txxxxxx, LLP, counsel to the Company, dated such date, in form and substance reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx Mxxxxx LLP, dated such date, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx Mxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaqthe Exchange, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Cowen Investments Securities Assignment Agreements, the Director Assignment Agreement, the Sponsor Promissory Note, the Warrant Subscription Agreements, the Insider Letter, the Administrative Services Agreement and the Sponsor Loan Notes.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be reasonably satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 42, 84, 118, 12 11, 12 and 13 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Concord Acquisition Corp III)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Xxxxxx LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions of Xxxxxxx Xxxx & Xxxxxxx LLP, Cayman Islands counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(d) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx LLPXxxxx, Xxxxx, Xxxx, Xxxxxx, Xxxxxxx and Xxxxx, P.C., counsel to the Underwriters, dated such date, in form and substance satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(de) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx Xxxxx Xxxxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(ef) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx Xxxxx Xxxxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three (3) business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(fg) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(gh) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(hi) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(ij) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(jk) At least one Business Day (1) business day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor Units to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(kl) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(lm) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (ALSP Orchid Acquisition Corp I)
Conditions of the Underwriters’ Obligations. The obligations obligation of the Underwriters hereunder are subject Underwriter to offer and sell the Common Stock as exclusive agent for the Company on a best efforts basis, as provided herein, shall be subject, in their discretion, to the continuing accuracy of the representations and warranties on the part of the Company contained herein or and in certificates of any officer or other representative each certificate and document contemplated under this Agreement to be delivered to the Underwriter, as of the Company date hereof and delivered pursuant to as of the provisions hereofClosing Date, to the performance by the Company of its obligations hereunder hereunder, and to the following additional conditions precedentconditions:
(a) The Registration Statement shall have become effective not later than 6:00 P.M., New York City Time, on or before the date of execution of this Agreement or such other date and time as shall be consented to in writing by the Underwriter.
(b) At the time this Agreement is executed and at the Closing Date, you shall have received the favorable opinion of Xxxxxx, Xxxxxxxx & Xxxx, P.C., counsel for the Company, dated the date of delivery, addressed to the Underwriter, to the effect that:
(i) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada. The Company is duly qualified to do business and are in good standing in every jurisdiction in which its ownership, leasing, licensing, or use of property and assets or the conduct of its business makes such qualification necessary;
(ii) The authorized capital stock of the Company consists of 1,000,000 shares of Preferred Stock, none of which are issued or outstanding, and 30,000,000 shares of Common Stock, of which _____________ shares were issued and outstanding on December 31, 2000. Each outstanding share of Common Stock is validly authorized, validly issued, fully paid, and nonassessable, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders' agreements, and voting trusts, except as set forth in the Prospectus. Except as disclosed in the Prospectus, to the knowledge of such counsel, there is no commitment, plan, or arrangement to issue, and no outstanding option, warrant, or other right calling for the issuance of, any share of capital stock of the Company or any security or other instrument which by its terms is convertible into, exercisable for, or exchangeable for capital stock of the Company, except as may be properly described in the Prospectus;
(iii) To the knowledge of counsel, the Company is not in violation or breach of, or in default with respect to, any material provision of its certificates of incorporation (or other charter document) or by-laws;
(iv) The Company has all requisite power and authority to execute, deliver, and perform this Agreement. All necessary corporate proceedings of the Company have been taken to authorize the execution, delivery, and performance of this Agreement by the Company. This Agreement has been duly authorized, executed, and delivered by the Company, is the legal, valid, and binding obligation of the Company, and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to the Company in accordance with its terms;
(v) The Common Stock sold by the Company in this Offering and the Common Stock underlying the Warrants will be validly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid, and nonassessable and will not be issued in violation of any preemptive rights of stockholders; and
(vi) The Registration Statement shall have become effective under the Act and no stop order suspending Act. To the effectiveness knowledge of the Registration Statement or any post-effective amendment thereto has been issued under the Actsuch counsel, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto Stop Order has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending orthreatened in writing. Such opinions may contain such qualifications, to exceptions, and assumptions and may rely upon such matters or other opinions as may be agreed upon by the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus Underwriters and the Prospectus in counsel rendering the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwritersopinion.
(c) At the Time of Purchase and any Option Securities Settlement Closing Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters you shall have received a certificate of a the Chief Executive Officer of the Company and of the Chief Financial Officer of the Company, dated such datethe Closing Date, to the effect set forth in Exhibit A hereto.
(g) On that as of the date of this Agreement, at Agreement and as of the Time of Purchase and on any Option Securities Settlement Closing Date, the Securities shall representations and warranties of the Company contained herein were and are accurate, and that as of the Closing Date the obligations to be performed by the Company hereunder on or prior thereto have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuancefully performed.
(hd) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all All proceedings taken by the Company in connection with the offer issuance, sale, transfer and sale delivery of the Securities as contemplated herein Common Stock shall be satisfactory in form and substance to the Representatives Underwriter.
(e) The NASD, upon review of the terms of the public offering of the Common Stock, shall not have objected to the Underwriter's participation in such offering. Any certificate or other document signed by any officer of the Company and delivered to the Underwriter or its counsel shall be deemed a representation and warranty by the Company hereunder to the Underwriter as to the statements made therein. If any condition to the Underwriters.
(l) If ' obligations hereunder to be fulfilled prior to or at the Closing Date is not so fulfilled, the Underwriter may terminate this Agreement or, if the Underwriter so elects, in writing waive any condition specified in this Section shall such conditions which have not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by or extend the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effectfor their fulfillment.
Appears in 1 contract
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLP, counsel to the Company, dated such date, in form and substance reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaqthe Exchange, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Cowen Investments Securities Assignment Agreements, the Director Assignment Agreement, the Sponsor Promissory Note, the Warrant Subscription Agreements, the Insider Letter, the Administrative Services Agreement and the Sponsor Loan Notes.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be reasonably satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 42, 84, 118, 12 11, 12 and 13 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Concord Acquisition Corp III)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received (i) the favorable written opinion or opinions and 10b-5 letter of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx Xxxxxxx, LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters, and (ii) the favorable written opinion or opinions of Xxxxxx and Xxxxxx (Hong Kong) LLP, Cayman Islands counsel for the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx Xxxxxxxxx & Company, LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx Xxxxxxxxx & Company, LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Sponsor Private Placement Warrants to be purchased by the Sponsor to be wired to the Company Company, and the Company shall direct the trustee to deposit such funds, funds into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 42, 84, 118, 12 11, 12 and 13 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Genesis Growth Tech Acquisition Corp.)
Conditions of the Underwriters’ Obligations. The several obligations of the Underwriters hereunder are to purchase and pay for the Securities, as provided herein, shall be subject to the accuracy accuracy, as of the date hereof and as of each Delivery Date, of the representations and warranties on the part of the Company Legacy Parties contained herein in this Agreement or in certificates of any officer or other representative of the Company and delivered pursuant to Partnership or any subsidiary of the provisions hereofPartnership, to the performance by the Company Legacy Parties of its their respective covenants and other obligations hereunder hereunder, and to the following additional conditions precedentfurther conditions:
(a) The Registration Statement is effective under All filings required by Rule 424 and Rule 430B of the 1933 Act Rules and no Regulations shall have been timely made.
(b) No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has Issuer Free Writing Prospectus shall have been issued and no proceedings proceeding for any of those purposes that purpose shall have been instituted or are pending initiated or, to the Company’s knowledgeknowledge of the Partnership, threatened or contemplated. The Company shall have filed with contemplated by the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed withCommission, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement each Delivery Date, the Underwriters Representatives shall have received the favorable written opinion and 10b-5 letter opinion, dated as of Xxxx Xxxxxxxx such Delivery Date, of (i) Xxxxxxx Xxxxx LLP, counsel to for the Underwriters, dated such datePartnership (“Partnership Counsel”), in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in substantially the form set forth in Exhibit C hereto and (ii) Xxx X. XxXxx, General Counsel of the General Partner, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in substantially the form set forth in Exhibit D hereto, and to such further effect as counsel to the Underwriters may reasonably request.
(d) At each Delivery Date, the Representatives shall have received the favorable opinion, dated as of such Delivery Date, of Xxxxxx & Xxxxxx L.L.P., counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably require. In giving such opinion such counsel may rely without investigation, as to all matters governed by the laws of any jurisdictions other than the law of the State of New York, the federal law of the United States and the Delaware Revised Uniform Limited Partnership Act, upon the opinions of counsel satisfactory to the Representatives. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company Partnership and certificates its subsidiaries and of public officials.
(de) On At each Delivery Date, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Partnership and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, and, at such Delivery Date, the Underwriters Representatives shall have received a letter from Xxxxxx LLPcertificate of the Chairman, the President, the Chief Executive Officer or an Executive Vice President or Vice President of each of the Legacy Parties (or persons holding similar positions, as applicable) and of the Chief Financial Officer or Chief Accounting Officer of each of the Legacy Parties (or persons holding similar positions, as applicable), dated as of such dateDelivery Date, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Legacy Parties in this Agreement are true and correct with the same force and effect as though expressly made at and as of such Delivery Date, (iii) the Legacy Parties have complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such Delivery Date under or pursuant to this Agreement, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, are contemplated by the Commission.
(f) At the time of the execution of this Agreement, the Representatives shall have received from each of BDO USA, LLP and the Reserve Engineer a letter, dated the date of this Agreement and in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letters for each of the other Underwriters, (i) in the case of the letters of BDO USA, LLP, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other certain financial information included of the Partnership contained in or incorporated by reference into the Registration Statement, the Disclosure Package and or the Prospectus and (ii) in the case of the letter of the Reserve Engineer, containing statements and information ordinarily included in reserve engineers’ “comfort letters” to underwriters with respect to the Reserve Report and related information contained in or any amendment incorporated by reference into the Registration Statement, the Disclosure Package or supplement theretothe Prospectus.
(eg) At the Time of Purchase and any Option Securities Settlement each Delivery Date, the Underwriters Representatives shall have received from Xxxxxx each of BDO USA, LLP and the Reserve Engineer a letter, dated as of such dateInitial Delivery Date and in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letters for each of the other Underwriters, to the effect that they reaffirm the statements made in the letter letters furnished pursuant to Section 5(dsubsection (f) hereofof this Section, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Delivery Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a Chief Executive Officer of the Company and of the Chief Financial Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect Prior to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective DateExecution Time, the Company Representatives shall have delivered to received an agreement substantially in the Representatives executed copies form of Exhibit B hereto signed by each of the Transaction Agreements and the Insider Letterpersons listed on Exhibit A hereto.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effect.
Appears in 1 contract
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder to purchase Shares at the Closing Time or on each Option Closing Time, as applicable, are subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein in all material respects on the date hereof and at the Closing Time and on each Option Closing Time, as applicable, (except for such representations that are qualified therein as to materiality or speak only as of a specified date, which shall be true and correct in all respects at such times), (ii) the accuracy of the certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to (iii) the performance by the Company of its respective obligations hereunder in all material respects and (iv) to the satisfaction of the following additional further conditions precedentat the Closing Time or on each Option Closing Time, as applicable:
(a) The Registration Statement is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters Representative shall have received the opinions, dated as of Closing Time, from Paul, Hastings, Xxxxxxxx & Xxxxxx LLP (which may rely on the opinion of Xxxxxx & Xxxxxxxxxx LLP to the extent any opinion thereunder pertains to Massachusetts law), counsel for the Company and the Manager, in the form and substance reasonably satisfactory to counsel for the Underwriters, to the effect set forth in Exhibit A-1,Exhibit A-2 and Exhibit A-3 hereto. The Representative shall have further received the favorable written opinion and 10b-5 letter opinion, dated as of Xxxxxxxxx XxxxxxxClosing Time, from Xxxxxx & Xxxxxxxxxx LLP, counsel to for the Company, dated such date, in the form and substance reasonably satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxx Xxxxxxxx LLP, counsel to for the Underwriters, to the effect set forth in Exhibit A-4 hereto. The Representative shall have further received the reliance letter and favorable opinion, dated such dateas of Closing Time, from Xxxxxx and Calder, counsel for the Company, in the form and substance reasonably satisfactory to counsel for the Underwriters, to the effect set forth in Exhibit A-5 and Exhibit A-6 hereto. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(db) The Representative shall have received signed copies of opinions addressed to the Company from Xxxxxx & Xxxxxxxxxx LLP substantially in the form of Exhibit 5.1 to the Registration Statement.
(c) On the date of this Agreement and at the Closing Time and each Option Closing Time, the Representative shall have received from Deloitte & Touche LLP letters dated, respectively, as of the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPClosing Time and each Option Closing Time, dated such dateas the case may be, addressed to the Representative, in form and substance satisfactory to the UnderwritersRepresentative, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect relating to the financial statements statements, including any pro forma financial statements, of the Company and other financial information the Subsidiaries included or incorporated by reference in the Registration Statement, any Preliminary Prospectus, the Prospectus and the Disclosure Package Package, and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Datesuch other matters customarily covered by comfort letters issued in connection with registered public offerings; provided, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified letters delivered at the Closing Time and each Option Closing Time (if applicable) shall use a “cut-off” date referred to shall be a date not no more than three business days prior to the such Closing Time of Purchase or such Option Securities Settlement DateClosing Time, as the case may be.
(d) The Representative shall have received at the Closing Time and on each Option Closing Time the favorable opinion of Hunton & Xxxxxxxx LLP, dated the Closing Time or such Option Closing Time, addressed to the Representative and in form and substance satisfactory to the Representative. In giving such opinion such counsel may rely, as to all matters governed by the laws of the State of Massachusetts, upon the opinions of Xxxxxx & Xxxxxxxxxx LLP, counsel to the Company. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and certificates of public officials.
(e) No amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any document in the Disclosure Package shall have been filed to which the Representative shall have objected in writing.
(f) Prior to the Closing Time and each Option Closing Time (i) no stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any document in the Disclosure Package shall have been issued, and no proceedings for such purpose shall have been initiated or threatened, by the Commission, and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred and, in any such instance, not been waived by the Commission; and (ii) neither any Preliminary Prospectus, the Prospectus nor the Disclosure Package shall contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(g) All filings with the Commission required by Rule 424 under the Securities Act to have been filed by the Closing Time shall have been made within the applicable time period prescribed for such filing by such rule.
(h) At the Time of PurchaseClosing Time, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus hereof or since the respective dates as of which information is given in the Registration StatementDisclosure Package, the Disclosure Package and any Preliminary Prospectus, or the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a Chief Executive Officer of the Company and of the Chief Financial Officer of the Company, dated such date, to the effect set forth in Exhibit A heretoChange.
(gi) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities The Company shall have been duly listed, and admitted and authorized applied to have the Shares approved for trading, on Nasdaq, subject only to official notice of issuanceinclusion in the AMEX.
(hj) FINRA The NASD shall not have raised any objection with respect to the fairness or and reasonableness of the underwriting or other terms and arrangements between the date of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements this Agreement and the Insider Letter.
(j) At least one Business Day prior to Closing Time or the Time of PurchaseOption Closing Time, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow thereinas applicable.
(k) At The Company will, at the Closing Time of Purchase and any on each Option Securities Settlement DateClosing Time, counsel for deliver to the Underwriters shall have been furnished with such documents a certificate of its Chief Executive Officer and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the UnderwritersChief Financial Officer, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to effect that (i) there has been no Material Adverse Change since the Underwriters.
date of this Agreement, (lii) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 3 hereof are true and correct in all material respects (except for such representation that are qualified therein as to materiality, which shall survive any be true and correct in all respects at such termination and remain in full times) with the same force and effecteffect as though expressly made at and as of Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission.
(l) The Company shall have furnished to the Underwriters such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Preliminary Prospectus, the Prospectus and the Disclosure Package, and the performance by the Company of its covenants contained herein and therein, as of the Closing Time or any Option Closing Time as the Representative may reasonably request.
(m) The Company shall have performed its obligations under this Agreement as are to be performed by the terms hereof at or before the Closing Time or the relevant Option Closing Time.
Appears in 1 contract
Samples: Underwriting Agreement (American Mortgage Acceptance Co)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, XxXxxxxxx Will & Xxxxx LLP, U.S. counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx LLP, Xxxxxx and Xxxxxx counsel to the UnderwritersCompany, dated such date, in form and substance satisfactory to the Underwriters.
(d) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxx & Sterling LLP, counsel to the Underwriters, dated such date, with respect to such matters as the Underwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(de) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPXxxxxxxxx & Xxxxxxxxx CPA, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(ef) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP Xxxxxxxxx & Xxxxxxxxx CPA a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d5(e) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(fg) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(gh) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaqthe NYSE, subject only to official notice of issuance.
(hi) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(ij) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(jk) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Sponsor Private Placement Warrants to be purchased by the Sponsor Units to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(kl) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(lm) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Spree Acquisition Corp. 1 LTD)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxxx & Schole LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxx, Arps, Slate, Xxxxxxx & Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPWithumSmith+Brown, PC, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received from Xxxxxx LLP WithumSmith+Xxxxx, PC a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may bePurchase.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Datesettlement date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements Trust Agreement, the Warrant Agreement, the Investor Subscription Agreement, the Subscription Agreement, the Forward Purchase Agreement, the Warrant Subscription Agreement, the Securities Assignment Agreements, the Insider Letter and the Insider LetterAdministrative Support Agreement.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Datesettlement date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Hennessy Capital Acquisition Corp IV)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable a written opinion and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Winston & Sxxxxx LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx BDO USA, LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx BDO USA, LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaqthe Exchange, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Director Assignment Agreements, the Sponsor Promissory Note, the Warrant Subscription Agreement, the Insider Letter and the Insider LetterAdministrative Services Agreement.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company so that together with the net proceeds from the Offering (including the Deferred Discount), the amount in the Trust Account would equal at all times 102% of the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 42, 84, 118, 12 11, 12 and 13 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (First Digital Health Acquisition Corp.)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLPDLA Piper LLP (US), counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Sidley Austin LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx Mxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx Mxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days (3) Business Days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one (1) Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Sponsor Private Placement Warrants to be purchased by the Sponsor Units to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Conditions of the Underwriters’ Obligations. The Underwriters' obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
conditions: (a) The Registration Statement is effective under at the Act and Closing Date, [(i)] no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has shall have been issued and no proceedings for any of those purposes have been instituted that purpose shall be pending or are pending or, to threatened by the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus Commission; and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters you shall have received a letter from Xxxxxx LLPcertificate, dated such date, in form the Closing Date and substance satisfactory to signed by the Underwriters, containing statements and information Chairman of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included in the Registration StatementBoard, the Disclosure Package President, an Executive Vice President or the Senior Vice President--Finance and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a Chief Executive Officer Treasurer of the Company (who may, as to threatened proceedings, rely upon the best of his information and of the Chief Financial Officer of the Companybelief), dated such date, to that effect and to the effect set forth in Exhibit A hereto.
clause (ge) On of this Section 7 [(with respect to Senior Debt Securities only), and (ii) the rating assigned by either Duff & Xxxxxx Credit Rating Co. or its successor or by Xxxxx'x Investors Service, Inc. or its successor to any debt securities of the Company as of the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA Agreement shall not have raised any objection with respect been lowered since that date]; (b) you shall have received opinions, dated the Closing Date and reasonably satisfactory to counsel for the Underwriters, (A) from Messrs. Xxxx, Raywid & Xxxxxxxxx, L.L.P. or such other special communications counsel for the Company as may be reasonably satisfactory to you, (B) from the General Counsel of the Company to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
following effect and covering such additional matters as you may reasonably request: (i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and each of its significant subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to carry on its business as described in the Prospectus (as amended or supplemented, if applicable) and the Company shall direct has the trustee corporate power and authority to deposit such funds, into the Trust Account execute and deliver and perform its obligations under this Agreement and to hold such funds issue and sell the Offered Securities as contemplated by this Agreement; (ii) the Company and each of its significant subsidiaries is duly qualified as a foreign corporation and is in escrow therein.
(k) At good standing in each jurisdiction in which the Time failure to so qualify would, in the aggregate, have a material adverse effect upon the financial condition, results of Purchase and any Option Securities Settlement Dateoperations, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions business or make the statements requested by the Underwriters, or in order to evidence the accuracy of any properties of the representations or warranties, or Company and its subsidiaries taken as a whole; (iii) all corporate proceedings legally required in connection with the fulfillment of any authorization and issuance of the covenants, obligations or conditions, contained herein; Offered Securities and all proceedings taken the sale of the Offered Securities by the Company in connection accordance with the offer and sale terms of the Securities as contemplated herein shall be satisfactory in form and substance this Agreement have been taken; (iv) to the Representatives and counsel to best knowledge of such counsel, there is no legal or governmental proceeding pending or threatened against the Underwriters.
(l) If Company or any condition specified in this Section shall not have been fulfilled when and as of its subsidiaries which is required to be fulfilleddisclosed in the Prospectus (as amended or supplemented, if applicable) and is not so disclosed and correctly summarized therein; (v) to the best knowledge of such counsel, there is no contract or other document known to such counsel of a character required to be described in the Prospectus (as amended or supplemented, if applicable) or to be filed as an exhibit to the Registration Statement (or to a document incorporated by reference therein) that is not described or filed as required; (vi) the execution and delivery of this Agreement may be terminated by and the Representatives by notice Indenture, the issuance of the Offered Securities and the fulfillment of the terms herein and therein contained do not conflict with, or result in a breach of, or constitute a default under, the charter or by-laws of the Company or, to the best knowledge of such counsel, conflict in any material respect with, or result in a material breach of or constitute a material default under any material agreement, indenture or other instrument known to such counsel to which the Company at or any time at of its significant subsidiaries is a party or prior to the Time of Purchaseby which it is bound, and any such termination shall be without liability of any party to any other party except the provisions of Sections 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effect.7
Appears in 1 contract
Samples: Underwriting Agreement (Tele Communications Inc /Co/)
Conditions of the Underwriters’ Obligations. The several obligations ------------------------------------------- of the Underwriters to purchase the Notes hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedentconditions:
(a) The Registration Statement is shall have become effective under not later than 5:00 p.m., Eastern time, on the Act date hereof, or at such later date and no stop order suspending time as shall be consented to in writing by the effectiveness of Underwriters, and, if the Registration Statement or any post-effective amendment thereto has been issued Underwriters and the Company have elected to rely upon Rule 430A under the Act, no order preventing the price of the Notes and any price-related or suspending other information previously omitted from the use of any preliminary prospectus or Registration Statement pursuant to such Rule 430A under the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes Act shall have been instituted or are pending or, transmitted to the Company’s knowledgeCommission for filing pursuant to Rule 424 (b) within the prescribed time period, threatened and on or contemplated. The prior to the Closing Date, the Company shall have filed with provided evidence satisfactory to the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430AUnderwriters of such timely filing, or a post-effective amendment providing the Rule 430A Information such information shall have been promptly filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.430A.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLP, counsel Subsequent to the Companyeffective date of the Registration Statement, dated such date(i) there shall not have occurred any change, or any material development involving a prospective change, in form or affecting particularly the business or properties of the Company and substance satisfactory to the Subsidiaries, taken as a whole, not contemplated by the Prospectus, which, in the Underwriters' opinion would materially adversely affect the market for the Notes or make it impracticable or inadvisable to proceed with the offering or the delivery of the Notes, as contemplated herein and in the Prospectus, or to attempt to enforce contracts for the purchase of the Notes, and (ii) the business and operations of the Company and the Subsidiaries shall not have been materially interfered with by strike, fire, flood, accident or other calamity (whether or not insured).
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the The Underwriters shall have received from Xxxxxx LLP Jenkens & Xxxxxxxxx, a letterProfessional Corporation, counsel for the Company, a favorable opinion dated such date, the Closing Date and satisfactory to the Underwriters and the Underwriters' counsel to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.that:
(fi) At the Time of Purchase, there shall not have been, since the date Each of the latest audited financial statements included Company and each of the Subsidiaries has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; each has all requisite corporate power and corporate authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus, any Material Adverse Effectand each is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes such qualification necessary and in which the failure to so qualify would have a material adverse effect upon the business, and the Underwriters shall have received a certificate of a Chief Executive Officer condition (financial or otherwise) or properties of the Company and its Subsidiaries, taken as a whole. (ii) The Company has an authorized capitalization as set forth in the Prospectus.
(iii) To such counsel's knowledge, except as otherwise described in the Registration Statement and Prospectus and except for directors' qualifying shares, the Company, directly or indirectly, owns of record and beneficially, free and clear of any security interests, claims, liens, proxies, equities or other encumbrances, all of the Chief Financial Officer issued and outstanding shares of the Subsidiaries. To such counsel's knowledge, except as described in the Registration Statement and Prospectus, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any Subsidiary any shares of the capital stock of the Company or any Subsidiary.
(iv) The Notes have been duly and validly authorized, executed and delivered by the Company and when delivered and paid for pursuant hereto will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles.
(v) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company, dated such dateenforceable against the Company in accordance with its terms, subject to the effect set forth in Exhibit A heretobankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles.
(gvi) On the date of this AgreementAll regulatory consents, at the Time of Purchase authorizations, approvals and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants filings required to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions obtained or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken made by the Company in connection with under the offer and sale Federal laws of the Securities as contemplated herein shall be satisfactory in form United States for the issuance, sale and substance delivery of the Notes by the Company to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not you have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at obtained or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effectmade.
Appears in 1 contract
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Sidley Austin LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx Mxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx Mxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee Trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Mercury Ecommerce Acquisition Corp)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Xxxx & Loeb LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Xxxxxx Xxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Sponsor Private Placement Warrants to be purchased by the Sponsor Units to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Lionheart Acquisition Corp. II)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Ellenoff Xxxxxxxx & Schole LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Ropes & Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may bePurchase.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Datesettlement date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement (Founder Shares), the Securities Purchase Agreement (Founder Shares), the Private Shares Purchase Agreements, the Securities Assignment Agreements, the Forward Purchase Agreement, the Insider Letter, the Anchor Investor Agreements and the Insider LetterAdministrative Support Agreement.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor Shares to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Datesettlement date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are several Underwriter to purchase and pay for the Underwritten Stock on the First Closing Date and the Option Stock on the Second Closing Date shall be subject to the accuracy of the representations of, and compliance with, all representations, warranties on the part of the Company contained herein or in certificates of any officer or other representative and agreements of the Company and delivered pursuant to the provisions hereof, to Investment Adviser contained herein and the performance by the Company and the Investment Adviser of its all of their respective obligations to be performed hereunder at or prior to such applicable Closing Date and to the following additional conditions precedentfurther conditions:
(a) The Registration Statement is must have become effective under not later than 5:00 p.m., Central time, on the date of this Agreement or such later date and time as you consent to in writing. If required, the Prospectus must have been filed in accordance with Rule 497(b) or (h) of the Securities Act and no Rules.
(b) No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has thereof shall have been issued and no proceedings for any of those purposes have been instituted such purpose may be pending before or are pending or, to threatened by the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed withCommission, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission (to be included in the Registration Statement or Prospectus or otherwise) must be complied with to your reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriterssatisfaction.
(c) At You, as Representative of the Time of Purchase and any Option Securities Settlement Dateseveral Underwriters, the Underwriters shall have received the favorable written from Sidley Austin Brown & Wood, your counsel, an opinion and 10b-5 letter of Xxxx Xxxxxxxx LLP, counsel addressed to yox xxx xxxxx sucx Xlosing Date with respect to the UnderwritersCompany, dated such datethe Stock, in the Registration Statement and Prospectus, this Agreement and the form and substance satisfactory to sufficiency of all proceedings taken in connection with the Underwriterssale and delivery of the Stock and other related matters as you reasonably may request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, shall be satisfactory in all respects to the extent they deem proper, upon certificates of officers and other representatives of the you. The Company and certificates the Investment Adviser shall have furnished to such counsel such documents as they may reasonably request for the purpose of public officialsenabling them to render such opinion.
(d) On You, as Representative of the date several Underwriters, shall also have received from Steven Lentz, Esq., an opinion, addressed to you and dated xxxx Xxxxxxx Date, substantially in the form of Appendix A to this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At You, as Representative of the Time of Purchase and any Option Securities Settlement Dateseveral Underwriters, the Underwriters shall have received from Xxxxxx LLP a letterDorsey & Whitney LLP, counsel for the Company, an opiniox, xxxresxxx xx you and dated such dateClosing Date, to the effect that they reaffirm the statements made substantially in the letter furnished pursuant form of Appendix B to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may bethis Agreement.
(f) At Since the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus, (1) there must not have been any Material Adverse Effect, and material change in the Underwriters shall have received a certificate of a Chief Executive Officer capital stock or liabilities of the Company and its subsidiaries, (2) there must not have been any material adverse change in the general affairs, prospects, management, business, financial condition or results of the Chief Financial Officer operations of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Prospectus, (3) the Company must not have sustained any material loss or interference with its business from any court or legislative or other governmental action, order or decree, or any other occurrence, not described in the Prospectus, and (4) there must not have occurred any event that makes untrue or incorrect in any material respect any statement or information contained in the Prospectus or that is not reflected in the Prospectus but should be reflected in it in order to make the statements or information in it not misleading in any material respect, if, in your judgment, any such development referred to in clause (1), (2), (3) or (4) makes it impractical or inadvisable to offer or deliver the Stock on the terms and in the manner contemplated in the Prospectus.
(g) You, as Representative of the several Underwriters, must have received on the date of this Agreement certificates, dated such date, of the chief executive or operating officer and the chief financial or accounting officer of each of the Company and the Investment Adviser certifying that (1) such officers have carefully examined the Registration Statement, the Prospectus and this Agreement, (2) the representations of the Company and the Investment Adviser in this Agreement are accurate on and as of the date of the certificate, (3) there has not been any material adverse change in the general affairs, prospects, management, business, financial condition or results of operations of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Prospectus, and (4) to the knowledge of such officers, no actions to delay the effectiveness of the Registration Statement, to prohibit the sale of the Stock or having or which may have any material adverse effect on the Company or the Investment Adviser have been taken or threatened by the Commission. You, as Representative of the several Underwriters, must receive on each Closing Date certificates, dated such Closing Date, of such officers certifying to the effect set forth in Exhibit A hereto(1), (2), and (3) above and that (1) to the knowledge of such officers, no stop order suspending the effectiveness of the Registration Statement, prohibiting the sale of the Stock or having a material adverse effect on the Investment Adviser has been issued and no proceedings for any such purpose are pending before or threatened by the Commission and (2) each of the Company and the Investment Adviser has performed all agreements that this Agreement requires it to perform by such Closing Date.
(gh) On You, as Representative of the several Underwriters, must receive by 1:00 p.m., Central time, on the date that this Agreement is signed and delivered by you a signed letter, dated such date and addressed to the Underwriter, substantially in the form of Appendix C to this Agreement from Ernst & Young LLP. You, as Representative of the several Underwriters, must also receive on each Closing Date a signed letter from such accountants, dated such Closing Date, confirming on the basis of a review in accordance with the procedures set forth in their earlier letter that nothing has come to their attention during the period from a date not more than three business days before the date of this Agreement, at specified in the Time of Purchase and on letter, to a date not more than three business days before such Closing Date that would require any Option Securities Settlement Date, change in their letter referred to in the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated herebyforegoing sentence.
(i) On the Effective Date, The representations and warranties of the Company shall have and the Investment Adviser herein and the statements made by the Company or the Investment Adviser or any of their respective officers in any certificate delivered to you or counsel for the Representatives executed copies Underwriters pursuant to this Agreement shall be true and correct in all material respects as of each of the Transaction Agreements and the Insider LetterClosing Date.
(j) At least one Business Day prior to You, as Representative of the Time of Purchaseseveral Underwriters, the Sponsor shall have caused been furnished evidence in usual written or telegraphic form from the purchase price for appropriate authorities of the Private Placement Warrants several states, or other evidence satisfactory to you, of the qualifications referred to in paragraph (f) of Section 6 hereof. All the opinions, certificates, letters or other documents mentioned above or elsewhere in this Agreement shall be deemed to be purchased by in compliance with the Sponsor to be wired to the Company provisions hereof only if you and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement DateSidley Austin Brown & Wood, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the several Underwriters, or shxxx xx xxxxxfiex xxat they comply in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwritersform.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effect.
Appears in 1 contract
Samples: Purchase Agreement (First American Minnesota Municipal Income Fund Ii Inc)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Wxxxxxx & Sxxxxx LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Exxxxxxx Gxxxxxxx & Schole LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx Mxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx Mxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaqthe NYSE, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Sponsor Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter or opinions (which shall include a customary negative assurance opinion) of Xxxxxxxxx XxxxxxxOgier, LLP, Cayman Islands counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Lxxx & Loeb, LLP, counsel to the UnderwritersCompany, dated such date, in form and substance satisfactory to the Underwriters.
(d) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of DLA Piper LLP (US), counsel to the Underwriters, dated such date, with respect to such matters as the Underwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(de) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx MaloneBailey LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(ef) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx MaloneBailey LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d5(e) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(fg) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(gh) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(hi) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(ij) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(jk) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Units, Private Placement Warrants to be purchased by the Sponsor and Private Placement Rights to be wired to the Company and the Company shall direct the trustee Trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(kl) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(lm) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Lxxx & Loeb LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Sidley Austin LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx Mxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx Mxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Sponsor Private Placement Warrants to be purchased by the Sponsor Units to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Lionheart Acquisition Corp. II)
Conditions of the Underwriters’ Obligations. The several obligations ------------------------------------------- of the Underwriters to purchase the Notes hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedentconditions:
(a) The Registration Statement is shall have become effective under not later than 5:00 p.m., Eastern time, on the Act date hereof, or at such later date and no stop order suspending time as shall be consented to in writing by the effectiveness of Underwriters, and, if the Registration Statement or any post-effective amendment thereto has been issued Underwriters and the Company have elected to rely upon Rule 430A under the Act, no order preventing the price of the Notes and any price-related or suspending other information previously omitted from the use of any preliminary prospectus or Registration Statement pursuant to such Rule 430A under the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes Act shall have been instituted or are pending or, transmitted to the Company’s knowledgeCommission for filing pursuant to Rule 424 (b) within the prescribed time period, threatened and on or contemplated. The prior to the Closing Date, the Company shall have filed with provided evidence satisfactory to the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430AUnderwriters of such timely filing, or a post-effective amendment providing the Rule 430A Information such information shall have been promptly filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.430A.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLP, counsel Subsequent to the Companyeffective date of the Registration Statement, dated such date(i) there shall not have occurred any change, or any material development involving a prospective change, in form or affecting particularly the business or properties of the Company and substance satisfactory to the Subsidiaries, taken as a whole, not contemplated by the Prospectus, which, in the Underwriters' opinion would materially adversely affect the market for the Notes or make it impracticable or inadvisable to proceed with the offering or the delivery of the Notes, as contemplated herein and in the Prospectus, or to attempt to enforce contracts for the purchase of the Notes, and (ii) the business and operations of the Company and the Subsidiaries shall not have been materially interfered with by strike, fire, flood, accident or other calamity (whether or not insured).
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the The Underwriters shall have received from Xxxxxx LLP Xxxxxxxx & Xxxxxxxx, counsel for the Company, a letter, favorable opinion dated such date, the Closing Date and satisfactory to the Underwriters and the Underwriters' counsel to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.that:
(fi) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a Chief Executive Officer Each of the Company and of the Chief Financial Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have Bank has been duly listedorganized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; each has all requisite corporate power and corporate authority to own, lease and admitted operate its properties and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to conduct its business as described in the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements Registration Statement and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased Prospectus. The Bank is wholly-owned by the Sponsor to be wired to the Company and the Company shall Bank and GBC Venture Capital, Inc. are the Company's only direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow thereinsubsidiaries.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effect.
Appears in 1 contract
Samples: Purchase Agreement (GBC Bancorp)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLPDLA Piper LLP (US), counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Sidley Austin LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days (3) Business Days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one (1) Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Sponsor Private Placement Warrants to be purchased by the Sponsor Units to be wired to the Company and the Company shall direct the trustee (i) to deposit such funds, into the Trust Account so that together with the net proceeds from the offering and sale of the Securities (including the Deferred Discount), the Trust Account would equal at least one hundred and one percent (101%) the product of the number of Securities sold and the public offering price per Security as set forth on the cover of the Prospectus and (ii) to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion and 10b-5 letter or opinions of Xxxxxxxxx Xxxxxxx, Xxxxxxx LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriterseffect set forth in Exhibit A hereto and to such further effect as the Underwriters may reasonably request.
(c) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion and 10b-5 letter or opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPWithumSmith+Xxxxx, PC, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received from Xxxxxx LLP WithumSmith+Xxxxx, PC a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may bePurchase.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A B hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Datesettlement date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Subscription Agreements, the Forward Purchase Contract, the Warrant Subscription Agreement, each of the Transaction Agreements Insider Letter and the Insider LetterAdministrative Services Agreement.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Datesettlement date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Terrapin 4 Acquisition Corp)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company or any of the Subsidiaries and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Company shall have filed the Registration Statement is effective under with the Act Commission not earlier than three years prior to the date hereof and no the Registration Statement shall have become effective. The Company shall have filed with the Commission the Preliminary Prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430B, and each Issuer Free Writing Prospectus, if any, in the manner and within the time period required by Rule 433. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto has been received by the Company, no order preventing or suspending the use of any preliminary prospectus the Preliminary Prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplatedthreatened. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received the favorable written opinion and 10b-5 letter or opinions of Xxxxxxxxx Xxxxxxx, LLPXxxxxx & Xxxxxx L.L.P. (“V&E”), counsel to the Company, dated such date, in form and substance satisfactory to the Underwriterseffect set forth in Exhibit A hereto and to such further effect as the Underwriters may reasonably request.
(c) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received the favorable written opinion and 10b-5 letter or opinions of Xxxx Xxxxxxxx LLPXxxxxx & Xxxxxxx LLP (“L&W”), counsel to the Underwriters, dated such date, in form with respect to such matters as the Underwriters may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the Delaware General Corporation Law and substance the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company Company, the Subsidiaries and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPGT, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received from Xxxxxx LLP GT a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may bePurchase.
(f) On the date of this Agreement, the Underwriters shall have received a letter from BDO, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(g) At the Time of Purchase, the Underwriters shall have received from BDO a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(f) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase.
(h) On the date of this Agreement, the Underwriters shall have received from NSAI an initial letter, in form and substance satisfactory to the Underwriters, addressed to the Underwriters stating the conclusions and findings of such firm with respect to the reserve and other operational information and other matters as is customary to underwriters in connection with registered public offerings.
(i) At the Time of Purchase, the Underwriters shall have received from NSAI a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(h) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase.
(j) On the date of this Agreement, the Underwriters shall have received from WMC an initial letter, in form and substance satisfactory to the Underwriters, addressed to the Underwriters stating the conclusions and findings of such firm with respect to the reserve and other operational information and other matters as is customary to underwriters in connection with registered public offerings.
(k) At the Time of Purchase, the Underwriters shall have received from WMC a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(j) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase.
(l) On the date of this Agreement, the Underwriters shall have received from WDVG an initial letter, in form and substance satisfactory to the Underwriters, addressed to the Underwriters stating the conclusions and findings of such firm with respect to the reserve and other operational information and other matters as is customary to underwriters in connection with registered public offerings.
(m) At the Time of Purchase, the Underwriters shall have received from WDVG a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(l) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase.
(i) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse EffectChange, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A heretoB-1 hereto and (ii) (A) on the date of this Agreement, the Underwriters shall have received from the Chief Financial Officer of the Company a certificate in substantially the form set forth on Exhibit B-2 and (B) at the Time of Purchase, the Underwriters shall have received from the Chief Financial Officer of the Company a certificate, dated such date, to the effect that such officer reaffirms the statements made in the letter furnished pursuant to this Section 5(n)(ii)(A), except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase.
(go) On the date of this Agreement, the Underwriters shall have received a lock-up agreement substantially in the form of Exhibit C hereto signed by each person listed on Schedule D hereto and each such agreement shall be in full force and effect at the Time of Purchase and on any Option Securities Settlement Dateeach Additional Time of Purchase, if any.
(p) On the date of this Agreement and at the Time of Purchase and each Additional Time of Purchase, if any, the Securities Shares shall have been duly listed, and admitted and authorized for trading, on Nasdaqthe NYSE MKT, subject only (except in the case of any Additional Time of Purchase) to official notice of issuance.
(hq) If required by FINRA, FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting underwriting, or other arrangements of the transactions contemplated hereby.
(ir) On In the Effective Dateevent that the Underwriters exercise their option provided in Section 1(b) hereof to purchase all or any portion of the Additional Shares, the representations and warranties of the Company shall have delivered contained herein and the statements in any certificates furnished by the Company or any of the Subsidiaries pursuant to the Representatives executed copies provisions hereof shall be true and correct as of each Additional Time of Purchase and, at the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the relevant Additional Time of Purchase, the Sponsor Representatives shall have caused received:
(i) A certificate, dated such Additional Time of Purchase, of the purchase price for Chief Executive Officer or President of the Private Placement Warrants Company and of the Chief Financial Officer or Chief Accounting Officer of the Company confirming that the certificate delivered at the Time of Purchase pursuant to Section 5(n) hereof remains true and correct as of such Additional Time of Purchase.
(ii) The favorable written opinion or opinions of V&E, dated such Additional Time of Purchase, relating to the Additional Shares to be purchased by the Sponsor to be wired on such Additional Time of Purchase and otherwise to the Company and same effect as the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow thereinopinion required by Section 5(b) hereof.
(kiii) The favorable written opinion or opinions of L&W, dated such Additional Time of Purchase, relating to the Additional Shares to be purchased on such Additional Time of Purchase and otherwise to the same effect as the opinion required by Section 5(c) hereof.
(iv) A letter from GT, in form and substance satisfactory to the Underwriters and dated such Additional Time of Purchase, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(e) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Additional Time of Purchase.
(v) A letter from BDO, in form and substance satisfactory to the Underwriters and dated such Additional Time of Purchase, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(g) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Additional Time of Purchase.
(vi) A letter from NSAI, in form and substance satisfactory to the Underwriters and dated such Additional Time of Purchase, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(i) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Additional Time of Purchase.
(vii) A letter from WMC, in form and substance satisfactory to the Underwriters and dated such Additional Time of Purchase, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(k) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Additional Time of Purchase.
(viii) A letter from WDVG, in form and substance satisfactory to the Underwriters and dated such Additional Time of Purchase, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(m) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Additional Time of Purchase.
(s) At the Time of Purchase and any Option Securities Settlement Dateeach Additional Time of Purchase, if any, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities Shares as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(lt) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement or, in the case of any condition to the purchase of Additional Shares on an Additional Time of Purchase subsequent to the Time of Purchase, the obligations of the several Underwriters to purchase such Additional Shares, may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase or such Additional Time of Purchase, as the case may be, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxxx & Schole LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Ropes & Gray LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may bePurchase.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Datesettlement date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement (Founder Shares), the Securities Purchase Agreement (Founder Shares), the Warrant Subscription Agreements, the Securities Assignment Agreements, the Forward Purchase Agreement, the Insider Letter and the Insider LetterAdministrative Support Agreement.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Datesettlement date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Lxxx & Loeb LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Sxxxxx Xxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx Mxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received from Xxxxxx Mxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may bePurchase.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Datesettlement date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Sponsor Private Placement Warrants to be purchased by the Sponsor Units to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Datesettlement date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Lionheart Acquisition Corp. II)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, each of (i) Pxxx Xxxxxxxx LLP, counsel to the Company and (ii) Mxxxxx and Cxxxxx (Cayman) LLP, Cayman Islands counsel to the Company, each dated such date, and in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPWithumSmith+Brown, PC, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP WithumSmith+Brown, PC a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Assignment Agreements, the Sponsor Promissory Note, the Warrant Subscription Agreement, the Insider Letter and the Insider LetterAdministrative Services Agreement.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 42, 84, 118, 12 11, 12 and 13 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Jaguar Global Growth Corp I)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company or any of the Subsidiaries and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Company shall have filed the Registration Statement is effective under with the Act Commission not earlier than three years prior to the date hereof and no the Registration Statement shall have become effective. The Company shall have filed with the Commission the Preliminary Prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430B, and each Issuer Free Writing Prospectus, if any, in the manner and within the time period required by Rule 433. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto has been received by the Company, no order preventing or suspending the use of any preliminary prospectus the Preliminary Prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplatedthreatened. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received the favorable written opinion and 10b-5 letter or opinions of Xxxxxxxxx XxxxxxxXxxxxx, LLPXxxx & Xxxxxxxx LLP (“GDC”), counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received the favorable written opinion and 10b-5 letter or opinions of Xxxx Xxxxxxxx LLPWhite & Case LLP (“W&C”), counsel to the Underwriters, dated such date, in form with respect to such matters as the Underwriters may reasonably request. In giving such opinion or opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the State of New York, the Delaware General Corporation Law and substance the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company Company, the Subsidiaries and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPGT, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received from Xxxxxx LLP GT a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may bePurchase.
(f) On the date of this Agreement, the Underwriters shall have received from NSAI an initial letter, in form and substance satisfactory to the Underwriters, addressed to the Underwriters stating the conclusions and findings of such firm with respect to the reserve and other operational information and other matters as is customary to underwriters in connection with registered public offerings.
(g) At the Time of Purchase, the Underwriters shall have received from NSAI a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(f) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase.
(h) On the date of this Agreement, the Underwriters shall have received from WMC an initial letter, in form and substance satisfactory to the Underwriters, addressed to the Underwriters stating the conclusions and findings of such firm with respect to the reserve and other operational information and other matters as is customary to underwriters in connection with registered public offerings.
(i) At the Time of Purchase, the Underwriters shall have received from WMC a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(h) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase.
(j) On the date of this Agreement, the Underwriters shall have received from WDVG an initial letter, in form and substance satisfactory to the Underwriters, addressed to the Underwriters stating the conclusions and findings of such firm with respect to the reserve and other operational information and other matters as is customary to underwriters in connection with registered public offerings.
(k) At the Time of Purchase, the Underwriters shall have received from WDVG a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(j) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase.
(l) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse EffectChange, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(gm) On the date of this Agreement, the Underwriters shall have received a lock-up agreement substantially in the form of Exhibit B hereto signed by each person listed on Schedule D hereto and each such agreement shall be in full force and effect at the Time of Purchase and on any Option Securities Settlement Dateeach Additional Time of Purchase, if any.
(n) On the date of this Agreement and at the Time of Purchase and each Additional Time of Purchase, if any, the Securities Shares shall have been duly listed, and admitted and authorized for trading, on Nasdaqthe NYSE American, subject only (except in the case of any Additional Time of Purchase) to official notice of issuance.
(ho) If required by FINRA, FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting underwriting, or other arrangements of the transactions contemplated hereby.
(ip) On the Effective Datedate of this Agreement and at the Time of Purchase and each Additional Time of Purchase, if any, that certain commitment letter entered into by and among the Company, JPMorgan Chase Bank, N.A., the Company Royal Bank of Canada and Cadence Bank, N.A., dated as of September 6, 2019 (the “Credit Commitment”), in connection with the Company’s senior secured reserve-based revolving credit facility, shall not have delivered to been terminated, unless the Representatives executed copies closing of each of the Transaction Agreements and the Insider Lettersuch facility has been consummated on or before such date.
(jq) At least one Business Day prior After giving effect to this offering of the Shares and any other sale by the Company of equity securities at or before the Time of Purchase, the Sponsor Company shall have caused received proceeds from new equity issuances sufficient to satisfy any related condition in the Credit Commitment.
(r) In the event that the Underwriters exercise their option provided in Section 1(b) hereof to purchase price for all or any portion of the Private Placement Warrants Additional Shares, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of the Subsidiaries pursuant to the provisions hereof shall be true and correct as of each Additional Time of Purchase and, at the relevant Additional Time of Purchase, the Representatives shall have received:
(i) A certificate, dated such Additional Time of Purchase, of the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company confirming that the certificate delivered at the Time of Purchase pursuant to Section 5(l) hereof remains true and correct as of such Additional Time of Purchase.
(ii) The favorable written opinion or opinions of GDC, dated such Additional Time of Purchase, relating to the Additional Shares to be purchased by the Sponsor to be wired on such Additional Time of Purchase and otherwise to the Company and same effect as the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow thereinopinion required by Section 5(b) hereof.
(kiii) The favorable written opinion or opinions of W&C, dated such Additional Time of Purchase, relating to the Additional Shares to be purchased on such Additional Time of Purchase and otherwise to the same effect as the opinion required by Section 5(c) hereof.
(iv) A letter from GT, in form and substance satisfactory to the Underwriters and dated such Additional Time of Purchase, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(e) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Additional Time of Purchase.
(v) A letter from NSAI, in form and substance satisfactory to the Underwriters and dated such Additional Time of Purchase, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(g) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Additional Time of Purchase.
(vi) A letter from WMC, in form and substance satisfactory to the Underwriters and dated such Additional Time of Purchase, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(i) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Additional Time of Purchase.
(vii) A letter from WDVG, in form and substance satisfactory to the Underwriters and dated such Additional Time of Purchase, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(k) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Additional Time of Purchase.
(s) At the Time of Purchase and any Option Securities Settlement Dateeach Additional Time of Purchase, if any, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities Shares as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(lt) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement or, in the case of any condition to the purchase of Additional Shares on an Additional Time of Purchase subsequent to the Time of Purchase, the obligations of the several Underwriters to purchase such Additional Shares, may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase or such Additional Time of Purchase, as the case may be, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxxx & Schole LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPWithumSmith+Brown, PC, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received from Xxxxxx LLP WithumSmith+Xxxxx, PC a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may bePurchase.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Datesettlement date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements Trust Agreement, the Warrant Agreement, the Investor Subscription Agreement, the Subscription Agreement, the Warrant Subscription Agreement, the Founders Assignment Agreement, the Insider Letter and the Insider LetterAdministrative Support Agreement.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Datesettlement date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 42, 84, 118, 12 11, 12 and 13 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Hennessy Capital Investment Corp. V)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and letter (which shall include a customary 10b-5 letter negative assurance opinion) of Xxxxxxxxx Xxxxxxx, Sidley Austin LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx LLPDLA Piper LLP (US), counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee Trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Blue Ocean Acquisition Corp)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxxx & Schole LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPWithumSmith+Brown, PC, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received from Xxxxxx LLP WithumSmith+Xxxxx, PC a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may bePurchase.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Datesettlement date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements Trust Agreement, the Warrant Agreement, the Investor Subscription Agreements, the Subscription Agreement, the Warrant Subscription Agreement, the Founders Assignment Agreement, the Insider Letter and the Insider LetterAdministrative Support Agreement.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Datesettlement date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 42, 84, 118, 12 11, 12 and 13 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Hennessy Capital Investment Corp. V)
Conditions of the Underwriters’ Obligations. The obligations of ------------------------------------------- the Underwriters hereunder are Underwriter to purchase and pay for the IQ Notes shall be subject in its discretion to the accuracy of and compliance with the representations and the warranties on the part of the Company herein contained herein or in certificates of any officer or other representative as of the Company date hereof and delivered pursuant to the provisions hereofClosing Date, to the performance by the Company of its obligations hereunder and to the following additional conditions precedentconditions:
(a) The Registration Statement is shall have become effective and the Indenture qualified under the Trust Indenture Act not later than 2:00 P.M., St. Louis time on such date as shall be consented to in writing by the Underwriter and the Company, and no stop order suspending the effectiveness of the such Registration Statement or any post-effective amendment thereto has shall have been issued under the Act, no order preventing Act or suspending proceedings therefor initiated or threatened by the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, Commission prior to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any Closing Date; and all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the UnderwritersUnderwriter.
(b) At The Underwriter shall not have advised the Time Company that the Registration Statement or Prospectus, or any amendment thereof or supplement thereto, contains an untrue statement of Purchase fact which in its judgment, is material, or omits to state a fact which, in its judgment, is material, and any Option Securities Settlement is required to be stated therein or necessary to make the statements therein not misleading.
(c) On the Closing Date, the Underwriters Underwriter shall have received an opinion, dated the favorable written opinion and 10b-5 letter Closing Date, of Xxxxxxxxx XxxxxxxXxxxxxx Xxxxxxxxxx, LLPP.A., counsel to for the Company, substantially in the form of Exhibit A attached hereto.
(d) On the Closing Date, the Underwriter shall have received from Xxxxxxxxx Xxxxxxxx LLP an opinion or opinions with respect to the sufficiency of the Company proceedings and other legal matters relating to this Agreement, the Registration Statement, the Prospectus and such related matters as the Underwriter may reasonably require, and there shall have been furnished to such counsel such documents as they may request to enable them to pass upon such matters. In giving such opinion or opinions, Xxxxxxxxx Xxxxxxxx LLP may rely as to matters of fact upon statements and certifications of officers of the Company and of other appropriate persons and may rely as to matters of law, other than the law of the United States and the State of Missouri, upon an opinion or opinions of local counsel, who may be counsel for the Company, provided that any such opinion or opinions are delivered to the Underwriter and that said counsel shall state that they have no reason to believe that such opinions are not correct.
(e) On the Closing Date, the Underwriter shall have received a certificate, dated such datethe Closing Date, signed by the chief executive officer or president and principal financial or accounting officer of the Company, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such dateUnderwriter, to the effect that they reaffirm (i) the statements representations and warranties of the Company in this Agreement are true and correct as if made in on the letter furnished pursuant Closing Date and the Company has complied with all of the agreements and satisfied all of the conditions on its part to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days performed or satisfied at or prior to the Time of Purchase or such Option Securities Settlement Closing Date, as the case may be.
; (fii) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there has not been any Material Adverse Effectmaterial adverse change in the business, and the Underwriters shall have received a certificate of a Chief Executive Officer of the Company and of the Chief Financial Officer operations, assets, financial condition or prospects, of the Company, dated or in the business of the Company; (iii) since such datedates there has not been any material transaction entered into by the Company other than transactions in the ordinary course of business; and (iv) no stop order affecting the Registration Statement is in effect or, to the effect set forth in Exhibit A heretobest of such officers' knowledge, threatened, and covering such other matters as the Underwriter may reasonably request.
(gf) On the date of this Agreement, at the Time of Purchase Underwriter and on any Option Securities Settlement the Company shall have received a letter from Deloitte & Touche LLP dated such date and addressed to the Underwriter and the Company in form and substance satisfactory to the Underwriter, with respect to the financial statements and certain financial and statistical information contained in the Registration Statement and the Prospectus.
(g) At the Closing Date, the Securities Underwriter and the Company shall have been duly listedreceived from Deloitte & Touche LLP a letter, dated the Closing Date and admitted addressed to the Underwriter and authorized for tradingthe Company in form and substance satisfactory to the Underwriter, on Nasdaq, subject only confirming as of the Closing Date their letter dated the date hereof and delivered to official notice of issuancethe Underwriter pursuant to Section 6(f) hereof.
(h) FINRA At the Closing Date, the Underwriter shall not have raised any objection received from counsel for Ambac Assurance Corporation ("Ambac") an opinion in form and substance satisfactory to the Underwriter with respect to the fairness or reasonableness description of Ambac in the underwriting or other arrangements of Prospectus and with respect to the transactions contemplated herebyfinancial guaranty insurance policy issued by Ambac.
(i) On At the Effective Closing Date, the Company Underwriter shall have delivered received a certificate, dated the Closing Date, signed by an officer of Ambac in form and substance satisfactory to the Representatives executed copies of each of the Transaction Agreements and the Insider LetterUnderwriter.
(j) At least one Business Day prior to On the Time of PurchaseClosing Date, the Sponsor Underwriter shall have caused received in form satisfactory to it confirmation that the purchase price for the Private Placement Warrants to be purchased Notes have been rated "AAA" by the Sponsor to be wired to the Company Standard & Poor's Ratings Group and the Company shall direct the trustee to deposit such funds"Aaa" by Xxxxx'x Investors Services, into the Trust Account and to hold such funds in escrow therein.Inc.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel Counsel for the Underwriters Underwriter, shall have been furnished with such opinions and copies of such documents and opinions as they may reasonably require for the purpose of enabling them to render pass upon the opinions or make issuance and sale of the statements requested by the UnderwritersIQ Notes as herein contemplated and related proceedings, or in order to evidence the accuracy or completeness of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained hereinherein contained; and all proceedings taken by the Company in connection with the offer issuance and sale of the Securities IQ Notes as herein contemplated herein and all opinions and certificates mentioned above or elsewhere in this Agreement shall be satisfactory in form and substance in all material respects to the Representatives Underwriter and counsel to the Underwriterssaid counsel.
(l) Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any material change in the capital stock, short-term debt or long-term debt of the Company or any material adverse change, or any development specifically related to the business of the Company involving a prospective material adverse change, in the business, operations, assets, financial condition or prospects of the Company considered as a whole which, in the judgment of the Underwriter, makes it impractical to offer or deliver the IQ Notes on the terms and in the manner contemplated in the Prospectus. If any condition of the conditions specified in this Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by Underwriter upon notice to the Company at any or such conditions may be waived, modified or the time at or prior for fulfillment thereof may be extended by the Underwriter upon notice to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effectCompany.
Appears in 1 contract
Samples: Underwriting Agreement (Florida Public Utilities Co)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters Underwriter hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the UnderwritersUnderwriter.
(b) At the Time of Purchase and any the Option Securities Settlement Date, the Underwriters Underwriter shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Winston & Sxxxxx LLP, counsel to the Company, dated such date, in form and substance satisfactory to the UnderwritersUnderwriter.
(c) At the Time of Purchase and any the Option Securities Settlement Date, the Underwriters Underwriter shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Sidley Austin LLP, counsel to the UnderwritersUnderwriter, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriter may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters Underwriter shall have received a letter from Xxxxxx Gxxxx Xxxxxxxx LLP, dated such date, in form and substance satisfactory to the UnderwritersUnderwriter, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any the Option Securities Settlement Date, the Underwriters Underwriter shall have received from Xxxxxx Gxxxx Xxxxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days Business Days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters Underwriter shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any the Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on NasdaqNYSE, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any the Option Securities Settlement Date, counsel for the Underwriters Underwriter shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the UnderwritersUnderwriter, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the UnderwritersUnderwriter.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 9, 11, 12 12, 13, 14, 15, 16 and 13 17 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Integrated Energy Transition Acquisition Corp.)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Sidley Austin LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPWithumSmith+Brown, PC, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received from Xxxxxx LLP WithumSmith+Xxxxx, PC a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may bePurchase.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Datesettlement date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements Trust Agreement, the Warrant Agreement, the Investor Subscription Agreements, the Subscription Agreement, the Warrant Subscription Agreement, the Founders Assignment Agreements, the Insider Letter and the Insider LetterAdministrative Support Agreement.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Datesettlement date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Hennessy Capital Investment Corp. VI)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, LLPDLA Piper LLP (US), counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Sidley Austin LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days (3) Business Days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one (1) Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Sponsor Private Placement Warrants to be purchased by the Sponsor Units to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx Xxxxxxx, LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx Xxxxxxxxx & Company, LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx Xxxxxxxxx & Company, LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives Representative executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Sponsor Private Placement Warrants to be purchased by the Sponsor to be wired to the Company Company, and the Company shall direct the trustee to deposit such funds, funds into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Representative by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 42, 84, 118, 12 11, 12 and 13 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Genesis Growth Tech Acquisition Corp.)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein or in certificates all material respects on the date hereof and at the Closing Time and on each Date of any officer or other representative of the Company and delivered pursuant to the provisions hereofDelivery, to (ii) the performance by the Company of its obligations hereunder in all material respects, and to (iii) the following additional conditions precedentfurther conditions:
(a) The Registration Statement is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the ActIf, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within at the time period required by Rule 424(b) this Agreement is executed and Rule 430Adelivered, or it is necessary for a post-effective amendment providing to the Rule 430A Information Registration Statement to be declared effective before the offering of the Shares may commence, such post-effective amendment shall have been filed withbecome effective not later than 5:30 p.m., and declared effective byNew York City time, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of date hereof, or at such later date and time as shall be consented to in writing by the Commission to the reasonable satisfaction of the UnderwritersRepresentative.
(b) At The Company shall furnish to the Underwriters at the Closing Time and on each Date of Purchase Delivery an opinion of Xxxxxx, Xxxxxx & Xxxxxxxxx, counsel for the Company, addressed to the Underwriters and dated the Closing Time and each Date of Delivery and in form satisfactory to Hunton & Xxxxxxxx, counsel for the Underwriters, stating that:
(i) the Company meets the requirements for the use of Form S-11 under the Securities Act; the authorized shares of beneficial interest of the Company conform as to legal matters to the description thereof contained in the Prospectus in all material respects; the Company has an authorized capitalization as set forth in the Prospectus under the caption "Capitalization"; the outstanding shares of beneficial interest of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; except as disclosed in the Prospectus, there are no authorized and validly issued (i) securities or obligations of the Company or the Partnership convertible into or exchangeable for any Option Securities Settlement Dateshares of beneficial interest of the Company or any interests in the Partnership or (ii) warrants, rights or options to subscribe for or purchase from the Company or the Partnership any such shares of beneficial interest, capital stock, interests or any such convertible or exchangeable securities or obligations; except as set forth in the Prospectus or contemplated by this Agreement, there are no outstanding obligations of the Company or the Partnership to issue any shares of beneficial interest, capital stock or interests, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options;
(ii) the Company has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation with the requisite power and authority to own its properties and to conduct its business as described in the Registration Statement and Prospectus and to execute and deliver this Agreement, the Underwriters shall Warrant Agreement and the Other Transaction Documents and to consummate the transactions described in each such agreement; (iii) the Company is duly qualified in or registered by and is in good standing in each jurisdiction in which the Initial Properties are located and in which the failure, individually or in the aggregate, to be so qualified would have received a Material Adverse Effect. Except as disclosed in the favorable written opinion and 10b-5 letter Prospectus, the Partnership is not prohibited or restricted by its certificate of Xxxxxxxxx Xxxxxxxlimited partnership or partnership agreement, LLPor, counsel to the knowledge of such counsel, or by the Other Transaction Documents, directly or indirectly, from (a) paying dividends to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(cb) At the Time of Purchase and making any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters distribution with respect to the financial statements Partnership's interest, (c) paying the Company, any loans or advances, or (d) transferring any of the Partnership's property or assets to the Company; (iv) the Partnership has been duly formed and other financial information included is validly existing as a limited partnership under the laws of the jurisdiction of its organization, with all requisite partnership power and authority to own, 18 lease and operate its properties and to conduct its business as now conducted as described in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus. The Partnership has been duly qualified or registered to do business as a foreign partnership in those jurisdictions in which the Initial Properties are located and in which the failure, any individually or in the aggregate, to be so qualified or registered would have a Material Adverse Effect, and the Underwriters shall have received a certificate of a Chief Executive Officer of the Company and of the Chief Financial Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effect.;
Appears in 1 contract
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxxx & Schole LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Ropes & Gray LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may bePurchase.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Datesettlement date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement (Founder Shares), the Securities Purchase Agreement (Founder Shares), the Private Shares Purchase Agreements, the Securities Assignment Agreements, the Forward Purchase Agreement, the Insider Letter, the Anchor Investor Agreements and the Insider LetterAdministrative Support Agreement.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor Shares to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Datesettlement date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters Underwriter hereunder to purchase the Shares are subject to the accuracy accuracy, as of the representations date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties on the part and agreements of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereofherein, to the performance by the Company of its obligations hereunder and to the following additional conditions precedentconditions:
(a) The If filing of a Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed such Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement is effective under the Act and shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Actpart thereof, no order nor suspending or preventing or suspending the use of any preliminary prospectus or the Time of Sale Disclosure Package, the Final Prospectus or any amendment or supplement thereto has Issuer Free Writing Prospectus shall have been issued issued; and no proceedings for any the issuance of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information such an order shall have been filed with, and declared effective by, initiated or threatened by the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the UnderwritersCommission.
(b) At On or after the Time date hereof (i) no downgrading shall have occurred in the rating accorded any of Purchase the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any Option Securities Settlement of the Company’s securities.
(c) On the Closing Date, the Underwriters there shall have received been furnished to the favorable written Underwriter (i) an opinion and 10b-5 of Alto Law Group LLC, dated the Closing Date, addressed to the Underwriter, in substantially the form attached hereto as Exhibit A, (ii) a disclosure letter of Xxxxxxxxx XxxxxxxXxxxxx, Xxxx & Xxxxxxxx LLP, counsel dated the Closing Date, addressed to the CompanyUnderwriter, in substantially the form attached hereto as Exhibit B and (iii) a disclosure letter of K&L Gates LLP, dated such datethe Closing Date, addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement DateUnderwriter, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory to the Underwriters. Such counsel may state provided that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to any Closing Date for any Additional Shares occurring following the financial statements Closing Date for the Firm Shares, each of Xxxxxx, Xxxx & Xxxxxxxx LLP and other financial information included in K&L Gates LLP, at its election, may instead deliver a bring down letter re-affirming, as of such Closing Date for the Registration StatementAdditional Shares, the Disclosure Package statements in its disclosure letter delivered on the Closing Date for the Firm Shares, and the Prospectus or any amendment or supplement thereto.
(e) At the Time delivery of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the bring down letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior deemed to satisfy the Time of Purchase conditions set forth in clause (ii) or such Option Securities Settlement Dateclause (iii) above, as the case may be.
(fd) At On the Time Closing Date, the Underwriter shall have received a letter of PurchaseKPMG LLP, there shall not have beendated the Closing Date and addressed to the Underwriter, since confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of the latest audited financial statements included in the Registration Statementsuch letter (or, the Disclosure Package and the Prospectus with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration StatementTime of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the Disclosure Package conclusions and findings of said firm with respect to the Prospectusfinancial information and other matters covered by its letter delivered to the Underwriter concurrently with the execution of this Agreement.
(e) On the Closing Date, any Material Adverse Effect, and the Underwriters there shall have received been furnished to the Underwriter a certificate of a Chief Executive Officer of certificate, dated the Company Closing Date and of addressed to the Chief Financial Officer Underwriter, signed by either the chief executive officer or the chief financial officer of the Company, dated in their capacity as such dateon behalf of the Company, to the effect set forth that: (i) the representations and warranties of the Company in Exhibit A heretothis Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and (ii) the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date.
(gf) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Closing Date, or the Securities shall have been duly listedOption Closing Date, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Dateas applicable, the Company shall have delivered furnished to the Representatives executed Underwriter a certificate signed by the Company’s secretary including copies of each (i) all resolutions of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior Company’s Board of Directors or committees thereof relating to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company Registration Statement and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities Shares and (ii) the Company’s articles of incorporation and bylaws, each as contemplated herein shall be satisfactory amended and in form and substance to effect on the Representatives and counsel to the UnderwritersClosing Date.
(lg) The Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the offer and sale of the Shares, including as an exhibit thereto this Agreement.
(h) Each of the Company’s executive officers and directors listed on Schedule II attached hereto shall have executed and delivered to the Underwriter a lock-up agreement, substantially in the form attached hereto as Exhibit C. If any condition specified in this Section 6 shall not have been fulfilled when and in all material respects as required to be fulfilledof the Closing Date, this Agreement may be terminated by the Representatives Underwriter by written notice to the Company at any time at or prior to specifying in reasonable detail the Time of Purchasereason for such termination, and any such termination shall be without liability of any party to any other party party, except the provisions of Sections 4that Section 5(a)(vii), 8Section 5(a)(b)(i), 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 7 shall survive any such termination and remain in full force and effect.
Appears in 1 contract
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Xxxxxx Xxxxxx LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxx Xxxx & Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPWithumSmith+Brown, PC, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received from Xxxxxx LLP WithumSmith+Xxxxx, PC a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may bePurchase.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Datesettlement date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements Trust Agreement, the Warrant Agreement, the Investor Subscription Agreements, the Subscription Agreement, the Warrant Subscription Agreement, the Founders Assignment Agreements, the Insider Letter and the Insider LetterAdministrative Support Agreement.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Datesettlement date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 42, 84, 118, 12 11, 12 and 13 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Hennessy Capital Investment Corp. VI)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Xxxxxxx & Xxxxxx LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxx Xxxxxxxx Xxxxxxxx & Schole LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaqthe NYSE, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Sponsor Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters Underwriter hereunder to purchase the Shares are subject to the accuracy accuracy, as of the representations date hereof and at the Closing Date (as if made at the Closing Date), of and compliance with all representations, warranties on the part and agreements of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereofherein, to the performance by the Company of its obligations hereunder and to the following additional conditions precedentconditions:
(a) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement is effective under the Act and shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Actpart thereof, no order nor suspending or preventing or suspending the use of any preliminary prospectus or the Time of Sale Disclosure Package, the Final Prospectus or any amendment or supplement thereto has Issuer Free Writing Prospectus shall have been issued issued; and no proceedings for any the issuance of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information such an order shall have been filed with, and declared effective by, initiated or threatened by the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the UnderwritersCommission.
(b) At On or after the Time date hereof (i) no downgrading shall have occurred in the rating accorded any of Purchase the Company’s securities by any “nationally recognized statistical organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any Option Securities Settlement of the Company’s securities.
(c) On the Closing Date, the Underwriters there shall have received been furnished to the favorable written Underwriter (i) an opinion and 10b-5 of Xxxx Xxxxx LLP, dated the Closing Date, addressed to the Underwriter, in substantially the form attached hereto as Exhibit A, (ii) a disclosure letter of Xxxxxxxxx XxxxxxxXxxxxx, Xxxx & Xxxxxxxx LLP, counsel dated the Closing Date, addressed to the CompanyUnderwriter, in substantially the form attached hereto as Exhibit B and (iii) a disclosure letter of K&L Gates LLP, dated such datethe Closing Date, addressed to the Underwriter, in form and substance reasonably satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement DateUnderwriter, the Underwriters shall have received the favorable written opinion and 10b-5 letter of Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory to the Underwriters. Such counsel may state provided that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to any Closing Date for any Additional Shares occurring following the financial statements Closing Date for the Firm Shares, each of Xxxxxx, Xxxx & Xxxxxxxx LLP and other financial information included in K&L Gates LLP, at its election, may instead deliver a bring down letter re-affirming, as of such Closing Date for the Registration StatementAdditional Shares, the Disclosure Package statements in its disclosure letter delivered on the Closing Date for the Firm Shares, and the Prospectus or any amendment or supplement thereto.
(e) At the Time delivery of Purchase and any Option Securities Settlement Date, the Underwriters shall have received from Xxxxxx LLP a letter, dated such date, to the effect that they reaffirm the statements made in the bring down letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior deemed to satisfy the Time of Purchase conditions set forth in clause (ii) or such Option Securities Settlement Dateclause (iii) above, as the case may be.
(fd) At On the Time Closing Date, the Underwriter shall have received a letter of PurchaseKPMG LLP, there shall not have beendated the Closing Date and addressed to the Underwriter, since confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of the latest audited financial statements included in the Registration Statementsuch letter (or, the Disclosure Package and the Prospectus with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Registration StatementTime of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the Disclosure Package conclusions and findings of said firm with respect to the Prospectusfinancial information and other matters covered by its letter delivered to the Underwriter concurrently with the execution of this Agreement.
(e) On the Closing Date, any Material Adverse Effect, and the Underwriters there shall have received been furnished to the Underwriter a certificate of a Chief Executive Officer of certificate, dated the Company Closing Date and of addressed to the Chief Financial Officer Underwriter, signed by either the chief executive officer or the chief financial officer of the Company, dated in their capacity as such dateon behalf of the Company, to the effect set forth that: (i) the representations and warranties of the Company in Exhibit A heretothis Agreement are true and correct, in all material respects, as if made at and as of the Closing Date, and (ii) the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date.
(gf) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Closing Date, or the Securities shall have been duly listedOption Closing Date, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Dateas applicable, the Company shall have delivered furnished to the Representatives executed Underwriter a certificate signed by the Company’s secretary including copies of each (i) all resolutions of the Transaction Agreements and the Insider Letter.
(j) At least one Business Day prior Company’s Board of Directors or committees thereof relating to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company Registration Statement and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities Shares and (ii) the Company’s articles of incorporation and bylaws, each as contemplated herein shall be satisfactory amended and in form and substance to effect on the Representatives and counsel to the UnderwritersClosing Date.
(lg) The Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the offer and sale of the Shares, including as an exhibit thereto this Agreement.
(h) Each of the Company’s executive officers and directors shall have executed and delivered to the Underwriter a Lock-up Agreement, substantially in the form attached hereto as Exhibit C. If any condition specified in this Section 6 shall not have been fulfilled when and in all material respects as required to be fulfilledof the Closing Date, this Agreement may be terminated by the Representatives Underwriter by written notice to the Company at any time at or prior to specifying in reasonable detail the Time of Purchasereason for such termination, and any such termination shall be without liability of any party to any other party party, except the provisions of Sections 4that Section 5(a)(vii), 8, 11, 12 Section 7 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 8 shall survive any such termination and remain in full force and effect.
Appears in 1 contract
Conditions of the Underwriters’ Obligations. For purposes of Section 7, “Closing Date” shall refer to the Closing Date for the Firm Notes and the Additional Closing Date for the Optional Notes, if applicable. The obligations of the Underwriters to purchase the Notes (or any Optional Notes) hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedentconditions:
(a) The Registration Statement is effective under shall have been declared and shall remain effective, and at the Act time of execution of this Agreement and on the Closing Date, no stop order or decree suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus the Preliminary Prospectus or the Prospectus or any amendment or supplement thereto has shall have been issued and no proceedings for any of those purposes that purpose shall have been instituted commenced or are shall be pending or, to the knowledge of the Company, be contemplated. No stop order suspending the sale of the Notes in any jurisdiction designated by the Underwriters subject to paragraph (h) of Section 4 of this Agreement shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company, shall be contemplated, and no material comments shall have been issued by the Commission on any of the Company’s knowledge, threatened or contemplatedCommission filings which in the view of the Underwriters could adversely impact the marketing of the Notes. The Company A prospectus containing the Rule 430B Information shall have been filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and without reliance on Rule 430A, 424(b)(8) (or a post-effective amendment providing the Rule 430A Information such information shall have been filed with, and declared become effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters430B).
(b) At Subsequent to the Time effective date of Purchase and this Agreement, there shall not have occurred or come to the attention of the Underwriters (i) any Option Securities Settlement Datechange, or any development involving a prospective change, in or affecting the condition (financial or other), business, properties, net worth, or results of operations of the Company or the Subsidiaries which in the opinion of the Underwriters, would materially adversely affect the market for the Notes, (ii) any event or development relating to or involving the Company or any officer or director of the Company which makes any statement made in the Disclosure Package, the Preliminary Prospectus or the Prospectus untrue or which, in the opinion of the Company and its counsel or the Underwriters and their counsel, requires the making of any addition to or change in the Disclosure Package, the Preliminary Prospectus or the Prospectus in order to state a material fact required by any law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Preliminary Prospectus or the Prospectus to reflect such event or development would, in the opinion of the Underwriters, materially adversely affect the market for the Notes, (iii) any filing of any document, incorporated by reference into the Preliminary Prospectus or the Prospectus, which has not been previously approved by the Underwriters or (iv) any loss or interference with respect to the Company’s businesses or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or any legal or governmental proceeding, which loss or interference, in the judgment of the Underwriters, has had or could have a Material Adverse Effect;
(c) The Underwriters shall have received on the favorable written Closing Date an opinion and 10b-5 letter of Xxxxxxxxx XxxxxxxXxxxxx & Xxxxxxxx, LLPP.A., counsel to for the Company, dated such datethe Closing Date and addressed to the Underwriters, substantially in the form set forth in Exhibit D:
(d) The Underwriters shall have received on the Closing Date, an opinion of Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, special securities counsel for the Company, dated the Closing Date and addressed to the Underwriters, substantially in the form set forth in Exhibit E:
(e) The Underwriters shall have received an opinion from Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP as to certain agreed upon tax matters, in form and substance reasonably satisfactory to the UnderwritersUnderwriters that such counsel is of the opinion that the discussion under the heading “Certain Material U.S. Federal Tax Considerations” in the Preliminary Prospectus and in the Prospectus, subject to the limitations and qualifications described therein, and to the extent the matters discussed constitute statements of United Stated federal income tax law, is accurate in all material respects.
(cf) At the Time of Purchase and any Option Securities Settlement Date, the The Underwriters shall have received an Opinion, dated the favorable written Closing Date of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, regulatory counsel for the Company substantially in the form set forth in Exhibit F:
(g) The Underwriters shall have received on the Closing Date an opinion and 10b-5 letter of Xxxx Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel to for the Underwriters, dated the Closing Date and addressed to you, as Underwriters, with respect to matters agreed upon. In giving such dateopinion, in form such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States, the law of the State of New York, and substance the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Underwriters. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and or other appropriate representatives of the Company and the Subsidiaries and certificates of public officials.
(dh) (i) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLP, dated such date, in form comfort letters and substance satisfactory to (ii) at the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement Closing Date, the Underwriters shall have received bring-down comfort letters, in each case, addressed to you, as Underwriters, from Xxxxxx LLP Ernst & Young LLP, in the forms approved by the Underwriters.
(i) At the Closing Date, the Underwriters shall have received certificates of the Chief Financial Officer of the Company as to certain agreed upon financial and other matters.
(j) At the Closing Date, the Underwriters shall have received a letter, dated such date, certificate of the Chief Financial Officer of the Company to the effect that they reaffirm the statements made Company is, and immediately after the Closing Date will be, Solvent (as such term is defined herein in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may be5(w)).
(fk) At (i) There shall not have been any change in the Time capital stock of Purchase, the Company (other than the exercise of stock options in the ordinary course of business) nor any material increase in the short-term or long-term debt of the Company (other than in the ordinary course of business) from that set forth or contemplated in the Disclosure Package and the Prospectus (or any amendment or supplement thereto); (ii) there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration StatementProspectus (or any amendment or supplement thereto), except as may otherwise be stated in the Prospectus (or any amendment or supplement thereto), or since the date hereof, any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries taken as a whole; (iii) the Company and the Subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and the Subsidiaries, taken as a whole, other than those reflected in the Disclosure Package and the Prospectus, Prospectus (or any Material Adverse Effectamendment or supplement thereto) or the Incorporated Documents; and (iv) all the representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date, and the Underwriters shall have received a certificate of a Chief Executive Officer certificate, dated the Closing Date and signed by the chief executive officer and the chief financial officer of the Company and of (or such other officers as are acceptable to the Chief Financial Officer of the Company, dated such dateUnderwriters), to the effect set forth in Exhibit A heretothis Section 7(k) and in Sections 7(a) and 7(l) hereof.
(gl) On The Company shall not have failed at or prior to the date Closing Date to have performed or complied with any of this Agreementits agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date.
(m) There shall not have been any announcement by any “nationally recognized statistical rating organization,” as defined for purposes of Rule 436(g) under the Act, at that (i) it is downgrading its rating assigned to any class of securities of the Time Company or any of Purchase its Subsidiaries, or (ii) it is reviewing its ratings assigned to the Company or any class of securities of the Company with a view to possible downgrading, or with negative implications, or direction not determined.
(n) The Company shall have furnished or caused to be furnished to the Underwriters such further certificates and on any Option Securities Settlement Datedocuments as the Underwriters shall have requested, including executed copies of the Securities Indenture.
(o) All third party consents necessary for consummation of the offer and sale of Notes, in form and substance satisfactory to the Underwriters, shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuancereceived by the Company.
(hp) FINRA Each executive officer and director of the Company shall have entered into Lock-up Agreements (each, a “Lock-up Agreement”) in the form attached as Exhibit C hereto, except as disclosed in the Prospectus, on or prior to the date hereof, and each such Lock-up Agreement shall have been delivered to you and shall be in full force and effect at the Closing Date and the Additional Closing Date, as the case may be.
(q) At the Closing Date, an application for listing the Conversion Shares shall have been filed with the Nasdaq Global Market, and the Company shall have not received any objection to the filing.
(r) The NASD shall have confirmed that it has not raised any objection with respect to the fairness or and reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements terms and the Insider Letter.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwritersarrangements, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company no NASD filing shall be required in connection with the offer and sale of the Securities as contemplated herein shall Notes. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Representatives Underwriters and counsel for the Underwriters. Any certificate or document signed by any officer of the Company and delivered to the Underwriters.
(l) If any condition specified in this Section , or to counsel for the Underwriters, shall not have been fulfilled when be deemed a representation and as required to be fulfilled, this Agreement may be terminated warranty by the Representatives by notice Company to the Company at any time at or prior Underwriters as to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effectstatements made therein.
Appears in 1 contract
Samples: Underwriting Agreement (Sinclair Broadcast Group Inc)
Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement Statement, including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Xxxxxxxxx Xxxxxxx, Ellenoff Xxxxxxxx & Schole LLP, counsel to the Company, dated such date, in form and substance satisfactory to the Underwriters.
(c) At the Time of Purchase and any Option Securities Settlement Datesettlement date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx Xxxxxxxx LLP, counsel to the Underwriters, dated such date, in form and substance satisfactory with respect to such matters as the UnderwritersUnderwriters may reasonably request. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement, the Underwriters shall have received a letter from Xxxxxx LLPWithumSmith+Xxxxx, PC, dated such date, in form and substance satisfactory to the Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and any Option Securities Settlement DatePurchase, the Underwriters shall have received from Xxxxxx LLP WithumSmith+Xxxxx, PC a letter, dated such date, to the effect that they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case may bePurchase.
(f) At the Time of Purchase, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of a the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement, at the Time of Purchase and on any Option Securities Settlement Datesettlement date, the Securities shall have been duly listed, and admitted and authorized for trading, on Nasdaq, subject only to official notice of issuance.
(h) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated hereby.
(i) On the Effective Date, the Company shall have delivered to the Representatives executed copies of each of the Transaction Agreements Trust Agreement, the Warrant Agreement, the Investor Subscription Agreement, the Subscription Agreement, the Forward Purchase Agreement, the Warrant Subscription Agreement, the Securities Assignment Agreements, the Insider Letter and the Insider LetterAdministrative Support Agreement.
(j) At least one Business Day prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be purchased by the Sponsor to be wired to the Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and any Option Securities Settlement Datesettlement date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated herein shall be satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party to any other party except the provisions of Sections 2, 4, 8, 11, 12 and 13 hereof shall remain in full force and effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effecttermination.
Appears in 1 contract
Samples: Underwriting Agreement (Hennessy Capital Acquisition Corp IV)
