Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager herein, to the due performance by the Fund and the Manager of their respective obligations hereunder and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions: (a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement. (b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is required. (c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading. (d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect or Manager Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus. (e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j). (f) Xxxxx shall have received the opinion of Manager Counsel required to be delivered pursuant to Section 8(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k). (g) Xxxxx shall have received the Comfort Letter, or to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l) on or before the date on which such delivery of such Comfort Letter or CFO Certificate is required pursuant to Section 8(l). (h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i) and Section 8(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(i) and Section 8(m), respectively. (i) Trading in the Shares shall not have been suspended on the Exchange. (j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request. (k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497. (l) The Placement Shares shall have been approved for listing on the Exchange, subject only to notice of issuance. (m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a). (n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 7 contracts
Samples: Sales Agreement (Pimco Corporate & Income Strategy Fund), Sales Agreement (PIMCO Income Strategy Fund II), Sales Agreement (Pimco Income Strategy Fund)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager herein, to the due performance by the Fund and the Manager of their respective obligations hereunder and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or Statement, the Prospectus or any Additional Disclosure Item relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or Statement, the Prospectus or any Additional Disclosure Item untrue in any material respect or that requires the making of any changes in the Registration Statement Statement, the Prospectus or Prospectus any Additional Disclosure Item so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the ProspectusProspectus and any Additional Disclosure Item, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is required.
(c) Xxxxx shall not have advised the Fund that the Registration Statement Statement, the Prospectus or Prospectusany Additional Disclosure Item, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect or Manager Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion and the negative assurance letter of Fund Counsel Counsel, each required to be delivered pursuant to Section 8(j) on or before the date on which such delivery of such opinion and such negative assurance letter is required pursuant to Section 8(j).
(f) Xxxxx shall have received the opinion of Manager Counsel required to be delivered pursuant to Section 8(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k).
(g) Xxxxx shall have received the Comfort Letter, or to the extent applicable, the CFO Treasurer’s Certificate, required to be delivered pursuant to Section 8(l) on or before the date on which such delivery of such Comfort Letter or CFO Treasurer’s Certificate is required pursuant to Section 8(l).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i) and Section 8(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(i) and Section 8(m), respectively.
(i) Trading in the Shares shall not have been suspended on the Exchange.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 497or Rule 424, as applicable, under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497497 or Rule 424, as applicable.
(l) The Placement Shares shall have been approved for listing on the Exchange, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 5 contracts
Samples: Sales Agreement (PIMCO Dynamic Income Fund), Sales Agreement (Pimco Corporate & Income Opportunity Fund), Sales Agreement (PIMCO Dynamic Income Opportunities Fund)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager herein, to the due performance by the Fund and the Manager of their respective obligations hereunder and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is required.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect or Manager Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel and the negative assurance letter of Disclosure Counsel, each required to be delivered pursuant to Section 8(j) on or before the date on which such delivery of such opinion and such negative assurance letter is required pursuant to Section 8(j).
(f) Xxxxx shall have received the opinion of Manager Counsel required to be delivered pursuant to Section 8(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k).
(g) Xxxxx shall have received the Comfort Letter, or to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l) on or before the date on which such delivery of such Comfort Letter or CFO Certificate is required pursuant to Section 8(l).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i) and Section 8(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(i) and Section 8(m), respectively.
(i) Trading in the Shares shall not have been suspended on the Exchange.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the Exchange, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 4 contracts
Samples: Sales Agreement (PIMCO Income Opportunity Fund), Sales Agreement (PIMCO Dynamic Credit & Mortgage Income Fund), Sales Agreement (PIMCO Dynamic Income Fund)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager Adviser herein, to the due performance by the Fund and the Manager Adviser of their respective obligations hereunder hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect or Manager Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(l) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(l).
(f) Xxxxx shall have received the opinion of Manager Adviser Counsel required to be delivered pursuant to Section 8(k7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k7(m).
(g) Xxxxx shall have received the Comfort Letter, or to the extent applicable, the CFO Certificate, Letter required to be delivered pursuant to Section 8(l7(n) on or before the date on which such delivery of such Comfort Letter or CFO Certificate letter is required pursuant to Section 8(l7(n).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(k) and Section 8(m7(o) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(k) and Section 8(m7(o), respectively.
(i) Trading in the Shares shall not have been suspended on the ExchangeNYSE.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(k), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the ExchangeNYSE, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 4 contracts
Samples: Sales Agreement (Calamos Convertible Opportunities & Income Fund), Sales Agreement (Calamos Convertible Opportunities & Income Fund), Sales Agreement (Calamos Convertible Opportunities & Income Fund)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager Adviser herein, to the due performance by the Fund and the Manager Adviser of their respective obligations hereunder hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect or Manager Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(l) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(l).
(f) Xxxxx shall have received the opinion of Manager Adviser Counsel required to be delivered pursuant to Section 8(k7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k7(m).
(g) Xxxxx shall have received the Comfort Letter, or to the extent applicable, the CFO Certificate, Letter required to be delivered pursuant to Section 8(l7(n) on or before the date on which such delivery of such Comfort Letter or CFO Certificate opinion is required pursuant to Section 8(l7(n).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i) and Section 8(m7(k) on or before the date on which delivery of such certificate opinion is required pursuant to Section 8(i) and Section 8(m7(k), respectively.
(i) Trading in the Shares shall not have been suspended on the ExchangeNYSE.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(k), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the ExchangeNYSE, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 4 contracts
Samples: Sales Agreement (Calamos Global Total Return Fund), Sales Agreement (Calamos Strategic Total Return Fund), Sales Agreement (Calamos Convertible Opportunities & Income Fund)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager herein, to the due performance by the Fund and the Manager of their respective obligations hereunder and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or Statement, the Prospectus or any Additional Disclosure Item relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or Statement, the Prospectus or any Additional Disclosure Item untrue in any material respect or that requires the making of any changes in the Registration Statement Statement, the Prospectus or Prospectus any Additional Disclosure Item so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the ProspectusProspectus and any Additional Disclosure Item, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is required.
(c) Xxxxx shall not have advised the Fund that the Registration Statement Statement, the Prospectus or Prospectusany Additional Disclosure Item, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect or Manager Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion and the negative assurance letter of Fund Counsel Counsel, each required to be delivered pursuant to Section 8(j) on or before the date on which such delivery of such opinion and such negative assurance letter is required pursuant to Section 8(j).
(f) Xxxxx shall have received the opinion of Manager Counsel required to be delivered pursuant to Section 8(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k).
(g) Xxxxx shall have received the Comfort Letter, or to the extent applicable, the CFO Treasurer’s Certificate, required to be delivered pursuant to Section 8(l) on or before the date on which such delivery of such Comfort Letter or CFO Treasurer’s Certificate is required pursuant to Section 8(l).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i) and Section 8(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(i) and Section 8(m), respectively.
(i) Trading in the Shares shall not have been suspended on the Exchange.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 497or Rule 424, as applicable, under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497497 or Rule 424, as applicable.
(l) The Placement Shares shall have been approved for listing on the Exchange, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a).
(n) Prior to the date hereof, to the extent applicable, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 3 contracts
Samples: Sales Agreement (PIMCO Income Strategy Fund II), Sales Agreement (Pimco Income Strategy Fund), Sales Agreement (Pimco Corporate & Income Strategy Fund)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager Investment Adviser herein, to the due performance by the Fund and the Manager Investment Adviser of their respective obligations hereunder hereunder, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock shares of beneficial interest of the Fund or any Fund Material Adverse Effect or Manager Investment Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Investment Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(k).
(f) Xxxxx shall have received the opinion of Manager Counsel required to be delivered pursuant to Section 8(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k).
(g) Xxxxx shall have received the Comfort Letter, or and to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l7(l) on or before the date on which such delivery of such Comfort Letter or letter and CFO Certificate is required pursuant to Section 8(l7(l).
(hg) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(j) and Section 8(m7(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(j) and Section 8(m7(m), respectively.
(ih) Trading in shares of the Shares Fund’s common shares of beneficial interest shall not have been suspended on the ExchangeNYSE MKT.
(ji) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(j), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(kj) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(lk) The Placement Shares shall have been approved for listing on the ExchangeNYSE MKT, subject only to notice of issuance.
(ml) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(nm) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 3 contracts
Samples: Sales Agreement (Credit Suisse High Yield Bond Fund), Sales Agreement (Credit Suisse High Yield Bond Fund), Sales Agreement (Credit Suisse High Yield Bond Fund)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund Fund, the Manager and the Manager Subadviser herein, to the due performance by the Fund Fund, the Manager and the Manager Subadviser of their respective obligations hereunder hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or Statement, the Prospectus or any Additional Disclosure Item relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or Statement, the Prospectus or any Additional Disclosure Item untrue in any material respect or that requires the making of any changes in the Registration Statement Statement, Prospectus or Prospectus such Additional Disclosure Item so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the ProspectusProspectus or any Additional Disclosure Item, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement Statement, Prospectus or Prospectusany Additional Disclosure Item, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect, Manager Material Adverse Effect or Manager Subadviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Effect, Manager Material Adverse Effect, Effect or Subadviser Material Adverse Effect or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion opinions of Fund Counsel and Maryland Counsel required to be delivered pursuant to Section 8(j7(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(k).
(f) Xxxxx shall have received the opinion opinions of Manager Counsel and Subadviser Counsel required to be delivered pursuant to Section 8(k7(l) on or before the date on which such delivery of such opinion is opinions are required pursuant to Section 8(k7(l).
(g) Xxxxx shall have received the Comfort Letter, or and to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l7(m) on or before the date on which such delivery of such Comfort Letter or CFO Certificate is required pursuant to Section 8(l7(m).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(j) and Section 8(m7(n) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(j) and Section 8(m7(n), respectively.
(i) Trading in the Shares shares of the Fund’s common stock shall not have been suspended on the Exchange.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(j), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 424 or Rule 497, as applicable, under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424 or Rule 497, as applicable.
(l) The Placement Shares shall have been approved for listing on the Exchange, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 2 contracts
Samples: Sales Agreement (Western Asset High Income Fund Ii Inc.), Sales Agreement (Western Asset Mortgage Opportunity Fund Inc.)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund Fund, the Manager and the Manager Subadviser herein, to the due performance by the Fund Fund, the Manager and the Manager Subadviser of their respective obligations hereunder hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect Effect, Manager Material Adverse Effect, or Manager Subadviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect, Manager Material Adverse Effect or Manager Subadviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(k).
(f) Xxxxx shall have received the opinion opinions of Manager Counsel and Subadviser Counsel required to be delivered pursuant to Section 8(k7(l) on or before the date on which such delivery of such opinion is opinions are required pursuant to Section 8(k7(l).
(g) Xxxxx shall have received the Comfort Letter, or and to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l7(m) on or before the date on which such delivery of such Comfort Letter letter or CFO Certificate is required pursuant to Section 8(l7(m).
(h) Xxxxx shall have received the certificates Officer’s Certificates and Secretary’s Certificates required to be delivered pursuant to Section 8(i7(j) and Section 8(m7(n) on or before the date on which delivery of such certificate is certificates are required pursuant to Section 8(i7(j) and Section 8(m7(n), respectively.
(i) Trading in the Shares shares of the Fund’s common stock shall not have been suspended on the Exchange.
(j) On each date on which the Fund is required to deliver a certificate Officer’s Certificates pursuant to Section 8(i7(j), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the Exchange, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 2 contracts
Samples: Sales Agreement (ClearBridge Energy MLP Total Return Fund Inc.), Sales Agreement (ClearBridge Energy MLP Opportunity Fund Inc.)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager herein, to the due performance by the Fund and the Manager of their respective obligations hereunder hereunder, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued offered pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is required.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect or Manager Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j).
(f) Xxxxx shall have received the opinion opinions of Manager Counsel and Subadviser Counsel required to be delivered pursuant to Section 8(k) on or before the date on which such delivery of such opinion is opinions are required pursuant to Section 8(k).
(g) Xxxxx shall have received the Comfort Letter, or to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l) on or before the date on which such delivery of such Comfort Letter or CFO Certificate is required pursuant to Section 8(l).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i) and Section 8(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(i) and Section 8(m), respectively.
(i) Trading in shares of the Shares Fund’s common stock shall not have been suspended on the Exchange.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the Exchange, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 2 contracts
Samples: Sales Agreement (AGIC Convertible & Income Fund), Sales Agreement (AGIC Convertible & Income Fund II)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect Xxxxxx to a Placement will acquire the WEST Acquisition Membership Interest and the other Assigned Property on the Closing Date shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager herein, to the due performance by the Fund and the Manager of their respective obligations hereunder and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) Xxxxxx of the following additional conditions:
(a) The Registration Statement All representations and warranties of WEST contained in this Agreement shall be true and correct in all material respects as of the Closing Date, and the covenants and agreements contained in this Agreement to be complied with by WEST on or before the Closing Date shall have become effective been complied with in all material respects, and Xxxxxx shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating have received a certificate from WEST to such Placement.effect signed by a Controlling Trustee of WEST;
(b) None of the following events No proceeding shall have occurred been commenced by or before any Governmental Authority against Xxxxxx or WEST seeking to restrain or materially and be continuing: (i) receipt adversely alter the transactions contemplated by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so thatthis Agreement which, in the case reasonable, good faith determination of the Registration StatementXxxxxx, is likely to render it will not contain any untrue statement of a material fact impossible or omit unlawful to state any material fact required to be stated therein or necessary to make the statements therein not misleading andconsummate such transactions; provided, however, that in the case provisions of the Prospectus, it will this Section 5.01(b) shall not contain apply if Xxxxxx has directly or indirectly solicited or encouraged any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is required.such proceeding;
(c) Xxxxx Xxxxxx shall not have advised the Fund that the Registration Statement or Prospectusreceived a true and complete copy, or any amendment or supplement theretocertified by a Controlling Trustee of WEST, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.organizational documents of WEST and resolutions duly and validly adopted by the Controlling Trustees of WEST evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
(d) Except as contemplated or disclosed in Xxxxxx shall have received a certificate of a Controlling Trustee of WEST certifying the Prospectusnames, there shall not have been any material change, on a consolidated basis, in the authorized capital stock signatures and offices of the Fund or any Fund Material Adverse Effect or Manager Material Adverse Effect, or any development that may reasonably persons authorized to sign this Agreement and the other documents to be expected to cause a Fund Material Adverse Effect or Manager Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.delivered hereunder;
(e) Xxxxx Xxxxxx shall have received a legal opinion from Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP and such other legal opinions as Xxxxxx shall reasonably request, in each case addressed to Xxxxxx and dated the opinion of Fund Counsel required Closing Date and in form and substance reasonably acceptable to be delivered pursuant to Section 8(j) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j).Xxxxxx;
(f) Xxxxx New WEST shall have received deposited the opinion of Manager Counsel required to be delivered pursuant to Section 8(k) on or before New WEST Cash Payment in the date on which such delivery of such opinion is required pursuant to Section 8(k).New WEST Collections Account;
(g) Xxxxx No event or events shall have received the Comfort Letteroccurred, or be reasonably likely to occur, which, individually or in the extent applicableaggregate, the CFO Certificatehave, required to be delivered pursuant to Section 8(l) on or before the date on which such delivery of such Comfort Letter or CFO Certificate is required pursuant to Section 8(l).could have, a Material Adverse Effect;
(h) Xxxxx Each of the items listed in Section 2.01(c) shall have received the certificates required be in form and substance satisfactory to be delivered pursuant to Section 8(i) WEST in its sole and Section 8(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(i) and Section 8(m), respectively.absolute discretion; and
(i) Trading in the Shares shall not have been suspended on the Exchange.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i), the Fund shall have furnished to Xxxxx All or such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required lesser number of the Fund by Rule 497 under Engines and the Securities Act related Engine Assets as shall be acceptable to have been filed prior to the giving of any Placement Notice hereunder Xxxxxx in its sole discretion shall have been made within transferred from WEST Funding and the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on Old Engine Trusts to WEST Acquisition and the Exchange, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement New Engine Trusts pursuant to Section 12(a)the Engine Transfer Agreement.
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Samples: Asset Transfer and Liquidation Agreement (Willis Lease Finance Corp)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager herein, to the due performance by the Fund and the Manager of their respective obligations hereunder and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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(e8.(e) of the Investment Company Act having been issued and proceedings therefor initiated, or to the knowledge of the Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is required.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect or Manager Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j).
(f) Xxxxx shall have received the opinion of Manager Counsel required to be delivered pursuant to Section 8(k8.(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k8.(k).
(g) Xxxxx shall have received the Comfort Letter, or to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l) on or before the date on which such delivery of such Comfort Letter or CFO Certificate is required pursuant to Section 8(l).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i8.(i) and Section 8(m8.(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(i8.(i) and Section 8(m8.(m), respectively.
(i) Trading in the Shares shall not have been suspended on the Exchange.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i8.(i), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the Exchange, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a12.(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager Adviser herein, to the due performance by the Fund and the Manager Adviser of their respective obligations hereunder hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect or Manager Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(l) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(l).
(f) Xxxxx shall have received the opinion of Manager Adviser Counsel required to be delivered pursuant to Section 8(k7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k7(m).
(g) Xxxxx shall have received the Comfort Letter, or to the extent applicable, the CFO Certificate, Letter required to be delivered pursuant to Section 8(l7(n) on or before the date on which such delivery of such Comfort Letter or CFO Certificate letter is required pursuant to Section 8(l7(n).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(k) and Section 8(m7(o) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(k) and Section 8(m7(o), respectively.
(i) Trading in the Shares shall not have been suspended on the ExchangeNYSE.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(k), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the ExchangeNYSE, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager Investment Adviser herein, to the due performance by the Fund and the Manager Investment Adviser of their respective obligations hereunder hereunder, and to the continuing satisfaction (or written waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or Statement, the Prospectus or any Additional Disclosure Item relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or Statement, the Prospectus or any Additional Disclosure Item untrue in any material respect or that requires the making of any changes in the Registration Statement Statement, Prospectus or Prospectus any Additional Disclosure Item so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the ProspectusProspectus and any Additional Disclosure Item, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement Statement, Prospectus or Prospectusany Additional Disclosure Item, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized shares of capital stock of the Fund or any Fund Material Adverse Effect or Manager Investment Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Investment Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(k).
(f) Xxxxx shall have received the opinion of Manager Counsel required to be delivered pursuant to Section 8(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k).
(g) Xxxxx shall have received the Comfort Letter, or and to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l7(l) on or before the date on which such delivery of such Comfort Letter or letter and CFO Certificate is required pursuant to Section 8(l7(l).
(hg) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(j) and Section 8(m7(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(j) and Section 8(m7(m), respectively.
(ih) Trading in shares of the Shares Fund’s common stock shall not have been suspended on the ExchangeNYSE American.
(ji) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(j), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(kj) All filings with the Commission required of the Fund by Rule 497 424 or Rule 497, as applicable, under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424 or Rule 497, as applicable.
(lk) The Placement Shares shall have been approved for listing on the ExchangeNYSE American, subject only to notice of issuance.
(ml) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(nm) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Samples: Sales Agreement (Credit Suisse Asset Management Income Fund Inc)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager Adviser herein, to the due performance by the Fund and the Manager Adviser of their respective obligations hereunder hereunder, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s 's reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ ' opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ ' opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect, Adviser Material Adverse Effect or Manager Sub-Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect, Adviser Material Adverse Effect or Manager Sub-Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding 's debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding 's debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(k).
(f) Xxxxx shall have received the opinion opinions of Manager Adviser Counsel and Sub-Adviser Counsel required to be delivered pursuant to Section 8(k7(l) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k7(l).
(g) Xxxxx shall have received the Comfort Letter, or and to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l7(m) on or before the date on which such delivery of such Comfort Letter or letter and CFO Certificate is required pursuant to Section 8(l7(m).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(j) and Section 8(m7(n) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(j) and Section 8(m7(n), respectively.
(i) Trading in the Shares shall not have been suspended on the ExchangeNYSE.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(j), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the ExchangeNYSE, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager Investment Adviser herein, to the due performance by the Fund and the Manager Investment Adviser of their respective obligations hereunder hereunder, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock shares of beneficial interest of the Fund or any Fund Material Adverse Effect or Manager Investment Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Investment Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(k).
(f) Xxxxx shall have received the opinion of Manager Counsel required to be delivered pursuant to Section 8(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k).
(g) Xxxxx shall have received the Comfort Letter, or and to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l7(l) on or before the date on which such delivery of such Comfort Letter or letter and CFO Certificate is required pursuant to Section 8(l7(l).
(hg) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(j) and Section 8(m7(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(j) and Section 8(m7(m), respectively.
(ih) Trading in shares of the Shares Fund’s common shares of beneficial interest shall not have been suspended on the ExchangeNYSE Amex.
(ji) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(j), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(kj) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(lk) The Placement Shares shall have been approved for listing on the ExchangeNYSE Amex, subject only to notice of issuance.
(ml) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(nm) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Samples: Sales Agreement (Credit Suisse High Yield Bond Fund)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager Adviser herein, to the due performance by the Fund and the Manager Adviser of their respective obligations hereunder hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect or Manager Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(l) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(l).
(f) Xxxxx shall have received the opinion of Manager Adviser Counsel required to be delivered pursuant to Section 8(k7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k7(m).
(g) Xxxxx shall have received the Comfort Letter, or to the extent applicable, the CFO Certificate, Letter required to be delivered pursuant to Section 8(l7(n) on or before the date on which such delivery of such Comfort Letter or CFO Certificate letter is required pursuant to Section 8(l7(n).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(k) and Section 8(m7(o) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(k) and Section 8(m7(o), respectively.
(i) Trading in the Shares shall not have been suspended on the ExchangeNYSE.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(k), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the ExchangeNYSE, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Samples: Sales Agreement (Calamos Convertible & High Income Fund)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund Fund, the Manager and the Manager Subadviser herein, to the due performance by the Fund Fund, the Manager and the Manager Subadviser of their respective obligations hereunder hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect Effect, Manager Material Adverse Effect, or Manager Subadviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect, Manager Material Adverse Effect or Manager Subadviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(k).
(f) Xxxxx shall have received the opinion opinions of Manager Counsel and Subadviser Counsel required to be delivered pursuant to Section 8(k7(l) on or before the date on which such delivery of such opinion is opinions are required pursuant to Section 8(k7(l).
(g) Xxxxx shall have received the Comfort Letter, or and to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l7(m) on or before the date on which such delivery of such Comfort Letter letter or CFO Certificate is required pursuant to Section 8(l7(m).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(j) and Section 8(m7(n) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(j) and Section 8(m7(n), respectively.
(i) Trading in the Shares shares of the Fund’s common stock shall not have been suspended on the Exchange.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(j), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the Exchange, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Conditions to Xxxxx’x Obligations. The obligations obligation of Xxxxx hereunder with respect to a Placement will be purchase Shares at the Closing is subject to the continuing accuracy and completeness fulfillment to Xxxxx’x satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by Xxxxx:
(a) The representations and warranties made by the Fund Company in Section 4 hereof shall be true and correct as of the Manager hereindate hereof and as of the Closing Date, as though made on and as of such date (except to the due performance by the Fund and the Manager extent any such representation or warranty expressly speaks as of their respective obligations hereunder and to the continuing satisfaction (an earlier date, in which case such representation or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and warranty shall be available for true and correct as of such earlier date), except in each case where the sale failure of (i) all Placement Shares issued pursuant to all prior Placements such representations and not yet sold by Xxxxx and (ii) all Placement Shares contemplated warranties to be issued by the Placement Notice relating so true and correct (without giving effect to such Placementany limitation as to “Material Adverse Effect”, “in all material respects”, “material impact”, “material” or “materiality” set forth therein) would not reasonably be expected to have a Material Adverse Effect.
(b) None of the following events The Company shall have occurred performed in all material respects all obligations and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact covenants herein required to be stated therein performed by it on or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment prior to the Registration Statement is requiredClosing Date.
(c) Xxxxx The Company shall not have advised the Fund that the Registration Statement or Prospectusdelivered a Certificate, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light executed on behalf of the circumstances under which it was madeCompany by its Chief Executive Officer or its Chief Financial Officer, not misleadingdated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 6.1(a), (b) and (e).
(d) Except as contemplated or disclosed in the ProspectusThe Company shall have delivered a Certificate, there shall not have been any material change, executed on a consolidated basis, in the authorized capital stock behalf of the Fund or any Fund Material Adverse Effect or Manager Material Adverse EffectCompany by its Secretary, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Material Adverse Effect, or a downgrading in or withdrawal dated as of the rating assigned to any Closing Date, certifying the resolutions adopted by the Board of Directors of the Fund’s outstanding debt or preferred securities Company approving the transactions contemplated by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any this Agreement and the issuance of the Fund’s outstanding debt or preferred securitiesShares, certifying the effect current versions of which, in the case Certificate of any such action by a rating organization described above, in Incorporation and Bylaws of the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material Company and certifying as to make it impracticable or inadvisable to proceed with the offering signatures and authority of persons signing this Agreement and related documents on behalf of the Placement Shares on the terms and in the manner contemplated in the ProspectusCompany.
(e) Xxxxx There shall have received been no Material Adverse Effect with respect to the opinion of Fund Counsel required to be delivered pursuant to Section 8(j) on or before Company since the date on which such delivery of such opinion is required pursuant to Section 8(j)hereof.
(f) Xxxxx No stop order or suspension of trading shall have received been imposed or threatened in writing by Nasdaq, the opinion of Manager Counsel required SEC or any other governmental or regulatory body with respect to be delivered pursuant to Section 8(k) on or before public trading in the date on which such delivery of such opinion is required pursuant to Section 8(k)Common Stock.
(g) Xxxxx The Company shall have received the Comfort Letter, or to the extent applicable, the CFO Certificate, required to executed and delivered Research and Collaboration Agreement and it shall be delivered pursuant to Section 8(l) on or before the date on which such delivery of such Comfort Letter or CFO Certificate is required pursuant to Section 8(l)in full force and effect.
(h) Xxxxx shall have received the certificates All registrations, qualifications, permits and approvals, if any, required to be delivered pursuant obtained prior to Section 8(i) the Closing under applicable state securities laws shall have been obtained for the lawful execution, delivery and Section 8(m) on or before performance of this Agreement, including, without limitation, the date on which delivery offer and sale of such certificate is required pursuant to Section 8(i) and Section 8(m), respectivelythe Shares.
(i) Trading The filings required under the HSR Act in the Shares connection with this Agreement, as applicable, shall not have been suspended on made and any applicable waiting period shall have expired or been terminated as of the ExchangeClosing Date.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i), the Fund The Company shall have furnished taken all actions that are necessary, including providing appropriate notice to Xxxxx such appropriate further informationNasdaq of the transactions contemplated by this Agreement, certificates for the Shares purchased at the Closing to remain listed on Nasdaq and documents as Xxxxx may reasonably request. All such opinionsshall have complied with all listing, certificatesreporting, letters filing and other documents will be in compliance with obligations under the provisions hereof. The Fund will furnish Xxxxx with such conformed copies rules of such opinions, certificates, letters Nasdaq and other documents as Xxxxx shall reasonably requestof the SEC.
(k) All filings with No proceeding challenging this Agreement or the Commission required of transactions contemplated hereby, or seeking to prohibit, alter, prevent or delay the Fund by Rule 497 under the Securities Act to Closing, will have been filed prior to the giving of instituted or be pending before any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497court, arbitrator, governmental body, agency or official.
(l) The Placement Company will have delivered to its transfer agent irrevocable written instructions to issue the Shares shall have been approved for listing on the Exchange, subject only to notice of issuanceLilly in a form and substance acceptable to such transfer agent.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Samples: Stock Purchase Agreement (Verve Therapeutics, Inc.)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect Xxxxxx to a Placement will transfer the Acquisition Membership Interests and the other Assigned Property on the Closing Date shall be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager herein, to the due performance by the Fund and the Manager of their respective obligations hereunder and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) WEST of the following additional conditions:
(a) The Registration Statement All representations and warranties of WEST contained in this Agreement shall be true and correct in all material respects as of the Closing Date, and the covenants and agreements contained in this Agreement to be complied with by WEST on or before the Closing Date shall have become effective been complied with in all material respects, and Xxxxxx shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating have received a certificate from WEST to such Placement.effect signed by a Controlling Trustee of WEST;
(b) None of the following events No proceeding shall have occurred been commenced by or before any Governmental Authority against Willis, WEST, WEST Acquisition, Facility Acquisition or WEST Funding seeking to restrain or materially and be continuing: (i) receipt adversely alter the transactions contemplated by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so thatthis Agreement which, in the case reasonable, good faith determination of the Registration StatementXxxxxx, is likely to render it will not contain any untrue statement of a material fact impossible or omit unlawful to state any material fact required to be stated therein or necessary to make the statements therein not misleading andconsummate such transactions; provided, however, that in the case provisions of the Prospectus, it will this Section 5.01(b) shall not contain apply if Xxxxxx has directly or indirectly solicited or encouraged any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is required.such proceeding;
(c) Xxxxx Xxxxxx shall not have advised the Fund that the Registration Statement or Prospectusreceived a true and complete copy, or any amendment or supplement theretocertified by a Controlling Trustee of WEST, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.organizational documents of WEST and resolutions duly and validly adopted by the Controlling Trustees of WEST evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
(d) Except as contemplated or disclosed in Xxxxxx shall have received a certificate of a Controlling Trustee of WEST certifying the Prospectusnames, there shall not have been any material change, on a consolidated basis, in the authorized capital stock signatures and offices of the Fund or any Fund Material Adverse Effect or Manager Material Adverse Effect, or any development that may reasonably persons authorized to sign this Agreement and the other documents to be expected to cause a Fund Material Adverse Effect or Manager Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.delivered hereunder;
(e) Xxxxx Xxxxxx shall have received from Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP a legal opinion, addressed to Xxxxxx and dated the opinion of Fund Counsel required to be delivered pursuant to Section 8(j) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j).Closing Date;
(f) Xxxxx WEST shall have received deposited the opinion Cash Portion of Manager Counsel required to be delivered pursuant to Section 8(k) on or before the date on which such delivery Acquisition Purchase Price and the aggregate amount of such opinion is required pursuant to Section 8(k).the Cash Portions of the Engine Purchase Prices for the Remaining Engines in the WEST II Engine Purchase Account;
(g) Xxxxx No event or events shall have received the Comfort Letteroccurred, or be reasonably likely to occur, which, individually or in the extent applicableaggregate, the CFO Certificatehave, required to be delivered pursuant to Section 8(l) on or before the date on which such delivery of such Comfort Letter or CFO Certificate is required pursuant to Section 8(l).could have, a Material Adverse Effect; and
(h) Xxxxx Each of the items listed in Section 2.01(c) shall have received the certificates required to be delivered pursuant to Section 8(i) and Section 8(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(i) and Section 8(m), respectively.
(i) Trading in the Shares shall not have been suspended on the Exchange.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters form and other documents as Xxxxx shall reasonably requestsubstance satisfactory to Xxxxxx in its sole and absolute discretion.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the Exchange, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Samples: Acquisition Transfer Agreement (Willis Lease Finance Corp)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund Fund, the Investment Manager, the Investment Adviser and the Manager Sub-Adviser herein, to the due performance by the Fund Fund, the Investment Manager, the Investment Adviser and the Manager Sub-Adviser of their respective obligations hereunder hereunder, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect, Investment Manager Material Adverse Effect, Investment Adviser Material Adverse Effect or Manager Sub-Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect, Investment Manager Material Adverse Effect, Investment Adviser Material Adverse Effect or Manager Sub-Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(k).
(f) Xxxxx shall have received the opinion opinions of Investment Manager US Counsel and Investment Manager General Counsel required to be delivered pursuant to Section 8(k7(l) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k7(l).
(g) Xxxxx shall have received the Comfort Letter, or and to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l7(m) on or before the date on which such delivery of such Comfort Letter or letter and CFO Certificate is required pursuant to Section 8(l7(m).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(j) and Section 8(m7(n) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(j) and Section 8(m7(n), respectively.
(i) Trading in shares of the Shares Fund’s common stock shall not have been suspended on the ExchangeNYSE MKT.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(j), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the ExchangeNYSE MKT, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Samples: Sales Agreement (Aberdeen Asia-Pacific Income Fund Inc)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund Fund, the Manager and the Manager Subadviser herein, to the due performance by the Fund Fund, the Manager and the Manager Subadviser of their respective obligations hereunder hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or Statement, the Prospectus or any Additional Disclosure Item relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or Statement, the Prospectus or any Additional Disclosure Item untrue in any material respect or that requires the making of any changes in the Registration Statement Statement, Prospectus or Prospectus such Additional Disclosure Item so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the ProspectusProspectus or any Additional Disclosure Item, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement Statement, Prospectus or Prospectusany Additional Disclosure Item, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect, Manager Material Adverse Effect or Manager Subadviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Effect, Manager Material Adverse Effect, Effect or Subadviser Material Adverse Effect or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion opinions of Fund Counsel and Maryland Counsel required to be delivered pursuant to Section 8(j7(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(k).
(f) Xxxxx shall have received the opinion opinions of Manager Counsel and Subadviser Counsel required to be delivered pursuant to Section 8(k7(l) on or before the date on which such delivery of such opinion is opinions are required pursuant to Section 8(k7(l).
(g) Xxxxx shall have received the Comfort Letter, or and to the extent applicable, the CFO Treasurer’s Certificate, required to be delivered pursuant to Section 8(l7(m) on or before the date on which such delivery of such Comfort Letter or CFO Treasurer’s Certificate is required pursuant to Section 8(l7(m).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(j) and Section 8(m7(n) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(j) and Section 8(m7(n), respectively.
(i) Trading in the Shares shares of the Fund’s common stock shall not have been suspended on the Exchange.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(j), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 424 or Rule 497, as applicable, under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424 or Rule 497, as applicable.
(l) The Placement Shares shall have been approved for listing on the Exchange, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Samples: Sales Agreement (Western Asset Mortgage Opportunity Fund Inc.)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager herein, to the due performance by the Fund and the Manager of their respective obligations hereunder and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or Statement, the Prospectus or any Additional Disclosure Item relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or Statement, the Prospectus or any Additional Disclosure Item untrue in any material respect or that requires the making of any changes in the Registration Statement Statement, the Prospectus or Prospectus any Additional Disclosure Item so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the ProspectusProspectus and any Additional Disclosure Item, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is required.
(c) Xxxxx shall not have advised the Fund that the Registration Statement Statement, the Prospectus or Prospectusany Additional Disclosure Item, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect or Manager Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion and the negative assurance letter of Fund Counsel Counsel, each required to be delivered pursuant to Section 8(j8.(j) on or before the date on which such delivery of such opinion and such negative assurance letter is required pursuant to Section 8(j8.(j).
(f) Xxxxx shall have received the opinion of Manager Counsel required to be delivered pursuant to Section 8(k8.(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k8.(k).
(g) Xxxxx shall have received the Comfort Letter, or to the extent applicable, the CFO Treasurer’s Certificate, required to be delivered pursuant to Section 8(l8.(l) on or before the date on which such delivery of such Comfort Letter or CFO Treasurer’s Certificate is required pursuant to Section 8(l8.(l).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i8.(i) and Section 8(m8.(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(i8.(i) and Section 8(m8.(m), respectively.
(i) Trading in the Shares shall not have been suspended on the Exchange.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i8.(i), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 497or Rule 424, as applicable, under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497497 or Rule 424, as applicable.
(l) The Placement Shares shall have been approved for listing on the Exchange, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a12.(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund Fund, the Manager and the Manager Subadviser herein, to the due performance by the Fund Fund, the Manager and the Manager Subadviser of their respective obligations hereunder hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect, Manager Material Adverse Effect or Manager Subadviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Effect, Manager Material Adverse Effect, Effect or Subadviser Material Adverse Effect or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(k).
(f) Xxxxx shall have received the opinion opinions of Manager Counsel and Subadviser Counsel required to be delivered pursuant to Section 8(k7(l) on or before the date on which such delivery of such opinion is opinions are required pursuant to Section 8(k7(l).
(g) Xxxxx shall have received the Comfort Letter, or and to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l7(m) on or before the date on which such delivery of such Comfort Letter or CFO Certificate is required pursuant to Section 8(l7(m).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(j) and Section 8(m7(n) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(j) and Section 8(m7(n), respectively.
(i) Trading in the Shares shares of the Fund’s common stock shall not have been suspended on the Exchange.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(j), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the Exchange, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Samples: Sales Agreement (Western Asset Mortgage Opportunity Fund Inc.)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager Adviser herein, to the due performance by the Fund and the Manager Adviser of their respective obligations hereunder hereunder, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s 's reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ ' opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ ' opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect, Adviser Material Adverse Effect or Manager Sub-Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect, Adviser Material Adverse Effect or Manager Sub-Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding 's debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding 's debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, which in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(k).
(f) Xxxxx shall have received the opinion opinions of Manager Adviser Counsel and Sub-Adviser Counsel required to be delivered pursuant to Section 8(k7(l) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k7(l).
(g) Xxxxx shall have received the Comfort Letter, or to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l7(m) on or before the date on which such delivery of such Comfort Letter letter or CFO Certificate is required pursuant to Section 8(l7(m).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(j) and Section 8(m7(n) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(j) and Section 8(m7(n), respectively.
(i) Trading in the Shares shall not have been suspended on the ExchangeNYSE.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(j), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the ExchangeNYSE, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Samples: Sales Agreement (First Trust Specialty Finance & Financial Opportunities Fund)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager herein, to the due performance by the Fund and the Manager of their respective obligations hereunder and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is required.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect or Manager Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel and the negative assurance letter of Disclosure Counsel, each required to be delivered pursuant to Section 8(j) on or before the date on which such delivery of such opinion and such negative assurance letter is required pursuant to Section 8(j).
(f) Xxxxx shall have received the opinion of Manager Counsel required to be delivered pursuant to Section 8(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k).
(g) Xxxxx shall have received the Comfort Letter, or to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l) on or before the date on which such delivery of such Comfort Letter or CFO Certificate is required pursuant to Section 8(l).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i) and Section 8(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(i) and Section 8(m), respectively.
(i) Trading in the Shares shall not have been suspended on the Exchange.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 424 and Rule 497, as applicable, under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424 and Rule 497, as applicable.
(l) The Placement Shares shall have been approved for listing on the Exchange, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Samples: Sales Agreement (Pimco Corporate & Income Strategy Fund)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund Fund, the Investment Manager, the Investment Adviser and the Manager Sub-Adviser herein, to the due performance by the Fund Fund, the Investment Manager, the Investment Adviser and the Manager Sub-Adviser of their respective obligations hereunder hereunder, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect, Investment Manager Material Adverse Effect, Investment Adviser Material Adverse Effect or Manager Sub-Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect, Investment Manager Material Adverse Effect, Investment Adviser Material Adverse Effect or Manager Sub-Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(k).
(f) Xxxxx shall have received the opinion opinions of Investment Manager US Counsel and Investment Manager General Counsel required to be delivered pursuant to Section 8(k7(l) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k7(l).
(g) Xxxxx shall have received the Comfort Letter, or and to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l7(m) on or before the date on which such delivery of such Comfort Letter or letter and CFO Certificate is required pursuant to Section 8(l7(m).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(j) and Section 8(m7(n) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(j) and Section 8(m7(n), respectively.
(i) Trading in shares of the Shares Fund’s common stock shall not have been suspended on the ExchangeNYSE Amex.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(j), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the ExchangeNYSE Amex, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund Fund, the Investment Manager and the Manager Investment Adviser herein, to the due performance by the Fund Fund, the Investment Manager and the Manager Investment Adviser of their respective obligations hereunder hereunder, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect, Investment Manager Material Adverse Effect or Manager Investment Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect, Investment Manager Material Adverse Effect or Manager Investment Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(k).
(f) Xxxxx shall have received the opinion opinions of Investment Manager US Counsel and Investment Manager General Counsel required to be delivered pursuant to Section 8(k7(l) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k7(l).
(g) Xxxxx shall have received the Comfort Letter, or and to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l7(m) on or before the date on which such delivery of such Comfort Letter or letter and CFO Certificate is required pursuant to Section 8(l7(m).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(j) and Section 8(m7(n) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(j) and Section 8(m7(n), respectively.
(i) Trading in shares of the Shares Fund’s common stock shall not have been suspended on the ExchangeNYSE MKT.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(j), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the ExchangeNYSE MKT, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Samples: Sales Agreement (Aberdeen Australia Equity Fund Inc)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund Fund, the Investment Manager and the Manager Investment Adviser herein, to the due performance by the Fund Fund, the Investment Manager and the Manager Investment Adviser of their respective obligations hereunder hereunder, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect, Investment Manager Material Adverse Effect or Manager Investment Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect, Investment Manager Material Adverse Effect or Manager Investment Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(k).
(f) Xxxxx shall have received the opinion opinions of Investment Manager US Counsel and Investment Manager General Counsel required to be delivered pursuant to Section 8(k7(l) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k7(l).
(g) Xxxxx shall have received the Comfort Letter, or and to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l7(m) on or before the date on which such delivery of such Comfort Letter or letter and CFO Certificate is required pursuant to Section 8(l7(m).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(j) and Section 8(m7(n) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(j) and Section 8(m7(n), respectively.
(i) Trading in shares of the Shares Fund’s common stock shall not have been suspended on the ExchangeNYSE Amex.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(j), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the ExchangeNYSE Amex, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Samples: Sales Agreement (Aberdeen Australia Equity Fund Inc)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund Fund, the Investment Manager and the Manager Sub-Adviser herein, to the due performance by the Fund Fund, the Investment Manager and the Manager Sub-Adviser of their respective obligations hereunder hereunder, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or Statement, the Prospectus or any Additional Disclosure Item relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or Statement, the Prospectus or any Additional Disclosure Item untrue in any material respect or that requires the making of any changes in the Registration Statement Statement, Prospectus or Prospectus any Additional Disclosure Item so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the ProspectusProspectus and any Additional Disclosure Item, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement Statement, Prospectus or Prospectusany Additional Disclosure Item, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect, Investment Manager Material Adverse Effect or Manager Sub-Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect, Investment Manager Material Adverse Effect or Manager Sub-Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion and negative assurance letter of Fund Counsel required to be delivered pursuant to Section 8(j7(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(k).
(f) Xxxxx shall have received the opinion opinions and negative assurance letters of Investment Manager US Counsel and Investment Manager General Counsel required to be delivered pursuant to Section 8(k7(l) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k7(l).
(g) Xxxxx shall have received the Comfort Letter, or to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l7(m) on or before the date on which such delivery of such Comfort Letter letter or CFO Certificate is required pursuant to Section 8(l7(m).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(j) and Section 8(m7(n) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(j) and Section 8(m7(n), respectively.
(i) Trading in shares of the Shares Fund’s common stock shall not have been suspended on the ExchangeNYSE American.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(j), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 424 or Rule 497, as applicable, under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497497 or Rule 424, as applicable.
(l) The Placement Shares shall have been approved for listing on the ExchangeNYSE American, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(n) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager Investment Adviser herein, to the due performance by the Fund and the Manager Investment Adviser of their respective obligations hereunder hereunder, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is requiredwould be appropriate.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which it was made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus, there shall not have been any material change, on a consolidated basis, in the authorized shares of capital stock of the Fund or any Fund Material Adverse Effect or Manager Investment Adviser Material Adverse Effect, or any development that may reasonably be expected to cause a Fund Material Adverse Effect or Manager Investment Adviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j7(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j7(k).
(f) Xxxxx shall have received the opinion of Manager Counsel required to be delivered pursuant to Section 8(k) on or before the date on which such delivery of such opinion is required pursuant to Section 8(k).
(g) Xxxxx shall have received the Comfort Letter, or and to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l7(l) on or before the date on which such delivery of such Comfort Letter or letter and CFO Certificate is required pursuant to Section 8(l7(l).
(hg) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i7(j) and Section 8(m7(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(i7(j) and Section 8(m7(m), respectively.
(ih) Trading in shares of the Shares Fund’s common stock shall not have been suspended on the ExchangeNYSE MKT.
(ji) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i7(j), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(kj) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(lk) The Placement Shares shall have been approved for listing on the ExchangeNYSE MKT, subject only to notice of issuance.
(ml) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a11(a).
(nm) Prior to the date hereof, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Samples: Sales Agreement (Credit Suisse Asset Management Income Fund Inc)
Conditions to Xxxxx’x Obligations. The obligations of Xxxxx hereunder with respect to a Placement will be subject subject, in all material respects, to the continuing accuracy and completeness of the representations and warranties made by the Fund and the Manager Advisers herein, to the due performance by the Fund and the Manager Advisers of their respective obligations hereunder and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:
(a) The Registration Statement shall have become effective and shall be available for the sale of (i) all Placement Shares issued pursuant to all prior Placements and not yet sold by Xxxxx and (ii) all Placement Shares contemplated to be issued by the Placement Notice relating to such Placement.
(b) None of the following events shall have occurred and be continuing: (i) receipt by the Fund 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 amendments or supplements to the Registration Statement or the Prospectus relating to or affecting the Placement Shares; (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 Fund, threatened by the Commission; (iii) receipt by the Fund 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; (iv) the occurrence of any event that makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or Prospectus so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any 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; and (v) the Fund’s reasonable determination that a post-effective amendment to the Registration Statement is required.
(c) Xxxxx shall not have advised the Fund that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of a material fact regarding Xxxxx that in Xxxxx’ opinion is material, or omits to state a fact regarding Xxxxx that in Xxxxx’ opinion is material and is required to be stated therein or necessary to make the statements therein not misleading, and, in the case of the Prospectus, is required to be stated therein or necessary to make the statements therein, in light of the circumstances under which it was they were made, not misleading.
(d) Except as contemplated or disclosed in the Prospectus or any supplement to the Prospectus, or disclosed in the Fund’s Reports filed with the Commission, there shall not have been any material change, on a consolidated basis, in the authorized capital stock of the Fund or any Fund Material Adverse Effect, Adviser Material Adverse Effect or Manager Subadviser Material Adverse Effect, or any development that may reasonably be expected by the Fund (in the case of a Fund Material Adverse Effect) or the Advisers (in the case of an Adviser Material Adverse Effect or a Subadviser Material Adverse Effect), to cause a Fund Material Adverse Effect, Adviser Material Adverse Effect or Manager a Subadviser Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Fund’s outstanding debt or preferred securities by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Fund’s outstanding debt or preferred securities, the effect of which, in the case of any such action by a rating organization described above, in the sole judgment of Xxxxx (without relieving the Fund of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Xxxxx shall have received the opinion of Fund Counsel required to be delivered pursuant to Section 8(j8(i) on or before the date on which such delivery of such opinion is required pursuant to Section 8(j8(i).
(f) Xxxxx shall have received the opinion opinions of Manager Adviser Counsel and Subadviser Counsel required to be delivered pursuant to Section 8(k) on or before the date on which such delivery of such opinion is opinions are required pursuant to Section 8(k).
(g) Xxxxx shall have received the Comfort Letter, or to the extent applicable, the CFO Certificate, required to be delivered pursuant to Section 8(l) on or before the date on which such delivery of such Comfort Letter or CFO Certificate is required pursuant to Section 8(l).
(h) Xxxxx shall have received the certificates required to be delivered pursuant to Section 8(i) and Section 8(m) on or before the date on which delivery of such certificate is required pursuant to Section 8(i) and Section 8(m), respectively.
(i) Trading in the Shares shall not have been suspended on the Exchange.
(j) On each date on which the Fund is required to deliver a certificate pursuant to Section 8(i), the Fund shall have furnished to Xxxxx such appropriate further information, certificates and documents as Xxxxx may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Fund will furnish Xxxxx with such conformed copies of such opinions, certificates, letters and other documents as Xxxxx shall reasonably request.
(k) All filings with the Commission required of the Fund by Rule 497 under the Securities Act to have been filed prior to the giving delivery of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 497.
(l) The Placement Shares shall have been approved for listing on the Exchange, subject only to notice of issuance.
(m) There shall not have occurred any event that would permit Xxxxx to terminate this Agreement pursuant to Section 12(a).
(n) Prior to the date hereofdelivery of the first Placement Notice, FINRA shall have confirmed that it has no unresolved objection with respect to the fairness and reasonableness of the placement terms and arrangements set forth herein.
Appears in 1 contract
Samples: Sales Agreement (Rivernorth Opportunities Fund, Inc.)
