Conditions of U. S. Underwriters' Obligations. The obligations of the several U.S. Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:
Conditions of U. S. UNDERWRITERS' OBLIGATIONS. The several obligations of the U.S. Underwriters to purchase the Firm Shares hereunder are subject to the following conditions:
(a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, the Registration Statement or such post-effective amendment shall have become effective not later than 5:30 P.M. New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by you, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or any U.S. Underwriter, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectuses or otherwise) shall have been complied with to your satisfaction.
(b) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, that would have a Material Adverse Effect not contemplated by the Prospectuses, which in your reasonable opinion, as Representatives of the several U.S. Underwriters, would materially and adversely affect the market for the Shares, or (ii) any event or development relating to or involving the Company or any officer or director of the Company or any Selling Stockholder which makes any statement made in the Prospectuses untrue or which, in the opinion of the Company and its counsel or the U.S. Underwriters and their counsel, requires the making of any addition to or change in the Prospectuses in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectuses to reflect such event or development would, in your reasonable opinion, as Representatives of the several U.S. Underwriters, materially and adversely affect the market for the Shares.
(c) You shall have received on the Closing Date an opinion from Xxxxxxx Xxxxxxx & Xxxxxxxx, corporate counsel for the Company and the Selling Stockholders, dated the Closing Date and addressed to you, as Represe...
Conditions of U. S. Underwriters' Obligations. The respective obligations of the U.S. Underwriters hereunder are subject to the accuracy, when made and on each Delivery Date, of the representations and warranties of the Company contained herein, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions:
(a) The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with.
Conditions of U. S. Underwriters' Obligations. The respective obligations of the U.S. Underwriters hereunder are subject to the accuracy, when made and on each Delivery Date, of the representations and warranties of the Company and the Selling Stockholders contained herein, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, and to each of the following additional terms and conditions:
(a) The Prospectus shall have been timely filed with the Commission in accordance with Section 6(a); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with;
Conditions of U. S. Underwriters' Obligations. The obligations of the several U.S. Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and Virginia BCBS contained in Section 1 hereof or in certificates of any officer of the Company or Virginia BCBS or any subsidiary of the Company or Virginia BCBS delivered pursuant to the provisions hereof, to the performance by the Company and Virginia BCBS of their respective covenants and other obligations hereunder, and to the following further conditions:
Conditions of U. S. Underwriters' Obligations. The respective obligations of the U.S. Underwriters hereunder are subject to the accuracy, when made and on each Delivery Date, of the representations and warranties of the Company contained herein, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions:
(a) The Rule 462(b) Registration Statement, if any, and the Prospectus shall have been timely filed with the Commission in accordance with Section 5(a); no stop order suspending the effectiveness of either of the Registration Statements or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in either of the Registration Statements or the Prospectus or otherwise shall have been complied with.
Conditions of U. S. Underwriters' Obligations. The respective obligations of the U.S. Underwriters hereunder are subject to the accuracy, on and as of the date hereof and on each Delivery Date, of the representations and warranties of the Company contained herein, to the accuracy of the statements of the Company and its officers made in any certificates delivered pursuant hereto, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions:
(a) The Rule 462(b) Registration Statement, if any, and the Prospectus shall have been timely filed with the Commission in accordance with Section 5(a); no stop order suspending the effectiveness of either of the Registration Statements or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in either of the Registration Statements or the Prospectus or otherwise shall have been complied with.
Conditions of U. S. Underwriters' Obligations 22 (a) Effectiveness of Registration Statement 22 (b) Opinion of Counsel for Company and the Selling Shareholders 22 (c) Opinion of Counsel for U.S. Underwriters 23 (d) Officers' Certificate 23 (e) Selling Shareholders' Certificate 23 (f) Accountant's Comfort Letters 24 (g) Bring-down Comfort Letters 24 (h) Approval of Listing 24 (i) No Objection 24 (j) Lock-up Agreement 24 (k) Purchase of Initial International Securities 24 (l) Custody Agreement 24 (m) Conditions to Purchase of U.S. Option Securities 25 (n) Additional Documents 26 (o) Termination of Agreement 26
Conditions of U. S. Underwriters' Obligations. The obligations of the U.S. Underwriters hereunder are subject to the accuracy in all material respects, as of the date hereof and at Closing Time, of the representations and warranties of the Company herein contained, to the performance by the Company of its obligations hereunder, and to the following further conditions:
(a) The Registration Statement shall have become effective not later than 5:30 P.M., New York City time, on the date hereof, or with the consent of the Representatives, at a later time and date, not later, however, than 5:30 P.M., New York City time, on the first business day following the date hereof, or at such later time and date as may be approved by a majority in interest of the U.S. Underwriters; and at the Closing Time, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission or any state securities regulatory authority. If the Company has elected to rely upon Rule 430A and/or Rule 434 of the 1933 Act Regulations, (A) the price of the Securities and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A and/or Rule 434 shall have been transmitted to the Commission for filing pursuant to Rule 424(b) of the 1933 Act Regulations within the prescribed time period and (B) prior to the Closing Time, the Company shall have provided evidence satisfactory to the Representatives of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A and/or Rule 434 of the 1933 Act Regulations and shall have become effective not later than 5:30 p.m., New York City time, on the Representation Date or, with the consent of the Representatives, at a later time and date, not later, however, than 5:30 p.m., New York City time, on the first business day following the Representation Date, or of such later date and time as shall have been approved by a majority in interest of the Representatives. If a Rule 462(b) Registration Statement is required, such Rule 462(b) Registration Statement shall have been transmitted to the Commission for filing and have become effective within the prescribed time period, and, prior to the Closing Time, the Company shall have provided to the U.S. Underwriters evidence of such filing and effectivene...
Conditions of U. S. Underwriters' Obligations. The obligations of the several U.S. Underwriters hereunder are subject to the representations and warranties of the Company and each of the Selling Shareholders contained in Section 1 hereof which are qualified as to materiality being true and correct, and those not so qualified being true and correct in all material respects, the accuracy of the representations and warranties in certificates of any officer of the Company or any Subsidiary of the Company or on behalf of each Selling Shareholder delivered pursuant to the provisions hereof, to the performance in all material respects by the Company of its covenants and other obligations hereunder, and to the following further conditions:
