Copies of Documents to the Underwriter. As soon after the Applicable Time as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus is required by the Securities Act to be delivered in connection with sales by the Underwriter or any dealer, the Partnership will expeditiously deliver to the Underwriter and each dealer that the Underwriter may specify, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as the Underwriter may reasonably request. At any time after nine months after the time of sale by the Selling Unitholder, upon request and without charge, the Partnership will deliver as many copies of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act as the Underwriter may reasonably request, provided that a prospectus is required by the Securities Act to be delivered in connection with sales of Units by the Underwriter or any dealer. The Partnership consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Securities Act and with the securities or Blue Sky laws of the jurisdictions in which the Units are offered by the Underwriter and by all dealers to whom Units may be sold, both in connection with the offering and sale of the Units and for such period of time thereafter as the Prospectus is required by the Securities Act to be delivered in connection with sales by the Underwriter or any dealer. If during such period of time any event shall occur that in the judgment of the Partnership or in the opinion of counsel for the Underwriter and the Partnership is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) to comply with the Securities Act or any other law, the Partnership will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter and dealers a reasonable number of copies thereof; provided that, if any such event necessitating a supplement or amendment to the Prospectus occurs at any time after nine months after the time of sale by the Selling Unitholder, such supplement or amendment shall be prepared at the Underwriter’s expense. In the event that the Partnership and the Underwriter agree that the Prospectus should be amended or supplemented, the Partnership, if requested by the Underwriter, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement unless the Partnership shall have determined, based on the advice of counsel, that the issuance of such press release would not be required by law.
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Copies of Documents to the Underwriter. As soon after the Applicable Time as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus is required by the Securities Act to be delivered in connection with sales by the Underwriter or any dealer, the Partnership will expeditiously deliver to the Underwriter and each dealer that the Underwriter may specify, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as the Underwriter may reasonably request. At any time after nine months after the time of sale by the Selling UnitholderShareholder, upon request and without charge, the Partnership will deliver as many copies of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act as the Underwriter may reasonably request, provided that a prospectus is required by the Securities Act to be delivered in connection with sales of Units Shares by the Underwriter or any dealer. The Partnership consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Securities Act and with the securities or Blue Sky laws of the jurisdictions in which the Units Shares are offered by the Underwriter and by all dealers to whom Units Shares may be sold, both in connection with the offering and sale of the Units Shares and for such period of time thereafter as the Prospectus is required by the Securities Act to be delivered in connection with sales by the Underwriter or any dealer. If during such period of time any event shall occur that in the judgment of the Partnership or in the opinion of counsel for the Underwriter and the Partnership is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) to comply with the Securities Act or any other law, the Partnership will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter and dealers a reasonable number of copies thereof; provided that, if any such event necessitating a supplement or amendment to the Prospectus occurs at any time after nine months after the time of sale by the Selling UnitholderShareholder, such supplement or amendment shall be prepared at the Underwriter’s expense. In the event that the Partnership and the Underwriter agree that the Prospectus should be amended or supplemented, the Partnership, if requested by the Underwriter, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement unless the Partnership shall have determined, based on the advice of counsel, that the issuance of such press release would not be required by law.
Appears in 1 contract
Copies of Documents to the Underwriter. As soon after the Applicable Time as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus is required by the Securities Act to be delivered in connection with sales by the Underwriter or any dealer, the Partnership will expeditiously deliver to the Underwriter and each dealer that the Underwriter may specify, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as the Underwriter may reasonably request. At any time after nine months after the time of sale by issuance of the Selling UnitholderProspectus, upon request and without charge, the Partnership will deliver as many copies of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act as the Underwriter may reasonably request, provided that a prospectus is required by the Securities Act to be delivered in connection with sales of Units by the Underwriter or any dealer. The Partnership consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Securities Act and with the securities or Blue Sky laws of the jurisdictions in which the Units are offered by the Underwriter and by all dealers to whom Units may be sold, both in connection with the offering and sale of the Units and for such period of time thereafter as the Prospectus is required by the Securities Act to be delivered in connection with sales by the Underwriter or any dealer. If during such period of time any event shall occur that in the judgment of the Partnership or in the opinion of counsel for the Underwriter and the Partnership is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) to comply with the Securities Act or any other law, the Partnership will forthwith prepare and, subject to the provisions of paragraph (de) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter and dealers a reasonable number of copies thereof; provided that, if any such event necessitating a supplement or amendment to the Prospectus occurs at any time after nine months after the time of sale by issuance of the Selling UnitholderProspectus, such supplement or amendment shall be prepared at the Underwriter’s expense. In the event that the Partnership and the Underwriter Representative agree that the Prospectus should be amended or supplemented, the Partnership, if requested by the UnderwriterRepresentative, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement unless the Partnership shall have determined, based on the advice of counsel, that the issuance of such press release would not be required by law.
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Copies of Documents to the Underwriter. As soon after To promptly, but no later than the Applicable Time as possible and thereafter from time to time for such period as in the opinion of counsel for Delivery, furnish the Underwriter a prospectus is required by the Securities Act to be delivered in connection with sales by the Underwriter written or any dealer, the Partnership will expeditiously deliver to the Underwriter and each dealer that the Underwriter may specify, without charge, as many electronic copies of the Prospectus (and of any amendment or supplement thereto) in New York City in such quantities as the Underwriter you may reasonably request. At , and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time after prior to the expiration of nine months after the time of sale by the Selling Unitholder, upon request and without charge, the Partnership will deliver as many copies of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act as the Underwriter may reasonably request, provided that a prospectus is required by the Securities Act to be delivered in connection with sales of Units by the Underwriter or any dealer. The Partnership consents to the use issue of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Securities Act and with the securities or Blue Sky laws of the jurisdictions in which the Units are offered by the Underwriter and by all dealers to whom Units may be sold, both in connection with the offering and or sale of the Units and for if at such period of time thereafter as the Prospectus is required by the Securities Act to be delivered in connection with sales by the Underwriter or any dealer. If during such period of time any event shall occur that in the judgment have occurred as a result of the Partnership or in the opinion of counsel for the Underwriter and the Partnership is required to be set forth in which the Prospectus (as then amended or supplemented) supplemented would include an untrue statement of a material fact or should be set forth therein omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or if it is necessary to supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Securities Act or any other lawAct, the Partnership will forthwith to notify you and upon your request to prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish without charge to the Underwriter and dealers a reasonable number to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of copies thereof; provided that, if any such event necessitating an amended Prospectus or a supplement or amendment to the Prospectus occurs that will correct such statement or omission or effect such compliance; and in case the Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Units at any time after nine months or more after the time of sale by issue of the Selling UnitholderProspectus, such supplement or amendment shall be prepared upon your request but at the Underwriter’s expense. In the event that the Partnership and the Underwriter agree that the Prospectus should be amended or supplemented, the Partnership, if requested by expense of the Underwriter, will promptly issue a press release announcing to prepare and deliver to the Underwriter as many written and electronic copies as you may reasonably request of an amended or disclosing supplemented Prospectus complying with Section 10(a)(3) of the matters to be covered by the proposed amendment or supplement unless the Partnership shall have determined, based on the advice of counsel, that the issuance of such press release would not be required by law.Act;
Appears in 1 contract
Samples: Underwriting Agreement (USA Compression Partners, LP)