Conditions to the Placement Agent’s Obligations Sample Clauses
Conditions to the Placement Agent’s Obligations. The Placement Agent’s obligations under this Agreement to use its commercially reasonable efforts to identify potential purchasers for the Units and to close the sale of any Units shall be subject to the accuracy of the representations and warranties of the Company and the Bank contained herein as of the date and time that this Agreement is executed through the Expiration Date, to the accuracy of the statements of the Company made herein and in the Offering Materials, to the performance by the Company and the Bank of their respective covenants, agreements and obligations hereunder and under the other Transaction Documents, and to the following additional conditions:
(a) All representations and warranties of the Company and the Bank contained herein are now, and at all times during the Offering Period, shall be true and correct and shall have in all material respects, and RJA shall have received certificates from one or more of the Company’s officers to that effect, dated on each of the Commencement Date and the Expiration Date, and at such other times as the Placement Agent may request (provided, that, RJA’s agreeing to act, or continuing to act, as the Placement Agent at a time when RJA knows or should know that any such representation, warranty or agreement is or may be untrue or incorrect in a material respect shall be without prejudice to RJA’s right subsequently to cease so to act by reason of such untruth, incorrectness or nonperformance or to any of RJA’s other rights hereunder.
(b) At all times, the Company shall have performed in all material respects all of its covenants, agreements and obligations hereunder and under the Offering Materials theretofore required to have been performed and RJA shall have received certificates to that effect dated each of the Commencement Date, the Expiration Date, and signed by one or more officers of the Company, and at such other times as the Placement Agent may request (provided, that, RJA’s agreeing to act, or continuing to act, as the Placement Agent at a time when RJA knows or should know that any such representation, warranty or agreement is or may be untrue or incorrect in a material respect shall be without prejudice to RJA’s right subsequently to cease so to act by reason of such untruth, incorrectness or nonperformance or to any of RJA’s other rights hereunder.
(c) None of the offer, sale or delivery of the Units (including the Securities and the underlying Conversion Shares) by the Company, the executio...
Conditions to the Placement Agent’s Obligations. The respective obligations of the Company, the Investment Adviser and the Administrator, and the obligations of the Placement Agent, hereunder are subject to the condition that the Registration Statement has become effective and at the Settlement Date no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings with respect thereto shall have been initiated or, to the Company’s knowledge, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Placement Agent. The obligations of the Placement Agent are subject to the following further conditions:
(a) The Registration Statement and any Rule 462(b) Registration Statement shall have become effective and shall be available for (i) all sales of Placement Shares issued pursuant to all prior Placement Notices and (ii) the sale of all Placement Shares contemplated to be issued by any Placement Notice.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Company or any of its subsidiaries or the Investment Adviser or the Administrator of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or order pursuant to Section 8(e) of the Investment Company Act having been issued and proceedings therefor initiated or, to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registratio...
Conditions to the Placement Agent’s Obligations. The obligations of the Placement Agents hereunder are subject to the accuracy of the representations and warranties of the Company contained in this Agreement and the Securities Purchase Agreement, and, as of the Closing Date, to the performance by the Company of its obligations hereunder and to the following additional conditions:
Conditions to the Placement Agent’s Obligations. The obligations of the Placement Agent under this Agreement shall be subject to the following conditions:
(1) All representations and warranties of the Company set forth in this Agreement and in the Subscription/Registration Rights Agreements shall be true and accurate as of each Closing with the same effect as though expressly made at each Closing;
(2) The Company shall have complied with all covenants and agreements required to be complied with pursuant to this Agreement and the Subscription/Registration Rights Agreements as of the date of each Closing;
(3) The Company shall have obtained all consents of third parties required to be obtained in connection with this Offering;
(4) The Company shall have filed the Certificate of Designation with the Nevada Secretary of State.
(5) There shall be no action, lawsuit, administrative or other proceeding pending or threatened that seeks to enjoin the transactions contemplated by this Agreement.
Conditions to the Placement Agent’s Obligations. The obligation of the Placement Agent to provide the services provided for hereunder is subject to the accuracy of the representations and warranties of the Company contained herein and to the performance by the Company of its agreements and obligations contained herein.
Conditions to the Placement Agent’s Obligations. The Placement Agent’s obligations under this Agreement to use its commercially reasonable efforts to obtain Purchasers for the Capital Securities and to close the sale of any Capital Securities shall be subject to the accuracy of the representations and warranties of the Company and the Issuer Trust contained herein as of the date and time that this Agreement is executed (the “Execution Time”) through each Closing Date and Subsequent Closing Date, if any, to the accuracy of the statements of the Company and the Issuer Trust made herein and in any other Transaction Documents, to the performance by the Company and the Issuer Trust of their respective covenants, agreements and obligations hereunder and under the other Transaction Documents, and to the following additional conditions:
(a) The Company shall have furnished to the Placement Agent the opinion of counsel to the Company (“Company Counsel”) that is reasonably acceptable to the Placement Agent, dated the Closing Date and each Subsequent Closing Date, if any, addressed to the Placement Agent addressing the matters set forth in Annex A hereto and such other matters as the Placement Agent may reasonably request.
(b) The Company shall have furnished to the Placement Agent the opinion of special tax counsel to the Company, which shall be the Placement Agent’s counsel, dated the Closing Date and each Subsequent Closing Date, if any, containing such assumptions, qualifications and limitations as shall be reasonably acceptable to the Placement Agent and its counsel to the effect that (i) the Issuer Trust will be characterized as a grantor trust for United States federal income tax purposes and not as a partnership or as an association subject to tax as a corporation, (ii) for United States federal income tax purposes, the Junior Subordinated Debentures will constitute indebtedness of the Company, and (iii) the descriptions of the federal income tax consequences contained in the Offering Memorandum under the captions “Summary” and “Certain United States Federal Income Tax Consequences” are a fair and accurate summary of the United States federal income tax effects of purchasing, holding and selling Capital Securities.
(c) The Placement Agent shall have received two opinions (collectively, the “Delaware Opinion”) of Xxxxxxxx, Xxxxxx & Finger, P.A. (or other counsel reasonably acceptable to the Placement Agent), special Delaware counsel for the Placement Agent, Company, the Issuer Trust, the Issuer Trustees, the...
Conditions to the Placement Agent’s Obligations. The obligations of the Placement Agent under this Agreement shall be subject to the following conditions:
(i) All representations and warranties of the Company set forth in this Agreement shall be true and accurate as of the date of each Closing with the same effect as though expressly made at each Closing;
(ii) The Company has complied with all covenants and agreements required to be complied with as of the date of each Closing;
(iii) The Company has obtained all consents of third parties required to be obtained in connection with this Offering; and
(iv) there shall be no action, lawsuit, administrative or other proceeding pending or threatened that seeks to enjoin the transactions contemplated by this Agreement.
Conditions to the Placement Agent’s Obligations. (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:
(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded for the Company's 9 1/2% Senior Subordinated Notes due 2008 issued on May 27, 1998 or any of the Company's other securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and
(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Final Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Securities on the terms and in the manner contemplated in the Final Memorandum.
(b) The Placement Agent shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 5(a)(i) and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.
(c) The Placement Agent shall have received on the Closing Date an opinion of Bass Xxxxx & Xims XXX, local counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit A. Such opinion shall be rendered to the Placement Agent at the request of the Company and shall so state therein.
(d) The Placement Agent shall have received on the Closing Date an opinion of Weil, Gotshal & Mangxx XXX, outside counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit B. Such opinion shall be rendered to the Placement Agent at the request of the Company and shall so state therein. 9 8
(e) The Placement Agent shall have received o...
Conditions to the Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the following conditions:
Conditions to the Placement Agent’s Obligations. (a) The Placement Agent's obligations hereunder shall be subject to the following terms and conditions and if all such conditions are not satisfied or waived by the Placement Agent on or before the first purchase of the Shares or at any time thereafter until the termination of the Offering Period (as defined in Section 3(a)):
(i) The representations and warranties on the part of the Company contained in this Agreement hereof shall be true and correct in all material respects and the Company shall have complied with its covenants, agreements and obligations contained in this Agreement in all material respects; and
(ii) The PPM, and any amendment or any supplement thereto, shall not contain any untrue statement of material fact, or omit to state a material fact that is required to be stated therein or is necessary to make the statements therein not misleading.