Covenants of the Agent. The Agent hereby covenants with the Primary Parties as follows:
(a) During the Offering, the Agent shall comply, in all material respects, with all requirements imposed upon it by the Federal Reserve and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations with respect to the Offering.
(b) The Agent shall distribute the Prospectus in connection with the sales of the Common Stock in accordance with the Conversion Regulations, the 1933 Act and the 1933 Act Regulations.
Covenants of the Agent. The Agent hereby covenants to the Company as follows, which covenants shall be deemed in force unless and until this Agreement is terminated as provided herein:
(a) The Agent shall punctually perform and observe all of its obligations and agreements contained in this Agreement.
(b) Except as provided in this Agreement, the Agent shall not take any action, or permit any action to be taken by others, which would excuse any person from any of its covenants or obligations under any Note, or under any other instrument related to a Note, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Note or any such instrument or any right in favor of the Company in a Note or such instrument, without the written consent of the Company.
(c) The Agent shall not assign this Agreement or any of its rights, powers, duties or obligations hereunder without the express prior written consent of the Company, which shall not be unreasonably withheld.
(d) Within the shorter of the time during which a prospectus relating to the Notes is required to be delivered under the Securities Act or the term of this Agreement, the Agent will comply with all requirements imposed upon it by the Securities Act, so far as necessary to permit the continuance of sales of or dealings in the Notes as contemplated by the provisions hereof and the Prospectus. If, during the shorter of such period or the term of this Agreement, to the Agent’s best knowledge, any event or change occurs that could reasonably be considered material to the Offering or that causes any of the representations and warranties of the Agent contained herein to be untrue in any material respect, or as a result of which the Prospectus would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if, during such period, to the Agent’s best knowledge, it is necessary to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act, then the Agent will promptly notify the Company, and, if necessary, use reasonable efforts to assist the Company in amending the Registration Statement or supplementing the Prospectus (at the expense of the Company) so as to correct such statement or omission or effect such compliance.
(e) The Agent will use reasonable efforts (i) to determine and desig...
Covenants of the Agent. The Agent covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Agent that otherwise would not be required to be filed by the Company thereunder, but for the action of the Agent.
Covenants of the Agent. The Agent hereby covenants with the Company, the MHC and the Bank as follows:
(a) During the period when the Prospectus is used, the Agent will comply, in all material respects and at its own expense, with all requirements imposed upon it by the OTS and, to the extent applicable, by the 1933 Act and the 1934 Act and the rules and regulations promulgated thereunder.
(b) The Agent shall return unused prospectuses, if any, to the Company promptly upon the completion of the Conversion.
(c) The Agent will distribute the Prospectuses or offering materials in connection with the sales of the common stock only in accordance with OTS regulations, the 1933 Act and the rules and regulations promulgated thereunder.
(d) The Agent shall assist the Bank in maintaining arrangements for the deposit of funds and the making of refunds, as appropriate (as described in Section 5.1(r)), and shall perform the allocation of shares in the event of an oversubscription, in conformance with the Plan and applicable regulations and based upon information furnished to the Agent by the Bank (as described in Section 5.1(v)).
Covenants of the Agent. The Agent covenants, warrants and represents that:
(a) Based upon a review, to the extent relevant to the Offering, of the items referred to in Section 2810(b)(3)(B) of the NASD Conduct Rules, as set forth in the Prospectus and other materials made available to it by the General Partner, it has reasonable grounds to believe that all material facts relating to the Offering are adequately disclosed and provide a basis for evaluating the Offering.
(b) At the date of execution of this Agreement, it has complied with the provisions of Section 2810(b)(3)(A) and Section 2810(b)(3)(B) of the NASD Conduct Rules.
(c) In recommending to a prospective Subscriber the purchase, sale or exchange of Units, the Agent shall have, and shall insure that all persons associated with the Agent ("Associates") making such recommendations shall have, reasonable grounds to believe, on the basis of information obtained from the prospective Subscriber concerning his investment objectives, other investments, financial situation and needs, and any other information known by the Agent or such Associates, that the prospective Subscriber satisfies the criteria as to suitability set forth in Section 2810(b)(2)(B)(i) of the NASD Conduct Rules, and prior to executing a purchase transaction with respect to Units, the Agent shall, and shall insure that each of its Associates proposing to execute such a transaction shall, inform the prospective Subscriber of all pertinent facts relating to the liquidity and marketability of the Units during the term of the investment. This representation will survive the termination of this Agreement.
(d) It shall maintain in its files, for the longer of the period prescribed by SEC Rule 17a-4 or the period prescribed by the state blue sky laws applicable to it, documents disclosing the basis upon which the determination of suitability was reached as to each Subscriber who subscribes for Units through it.
(e) It shall not execute any transaction for a Subscriber in connection with the Offering in a discretionary account without the prior written approval of such transaction by such Subscriber.
(f) It shall not accept, or permit its employees to accept, sales incentive items other than in compliance with Section 2810(b)(4)(E) and Section 2810(b)(4)(F) of the NASD Conduct Rules.
(g) It is familiar with Release No. 4968 and Rule 15c2-8 under the Exchange Act, which relate to the distribution of preliminary and final prospectuses, and will comply therewith.
(h) It a...
Covenants of the Agent. The Agent hereby covenants with the PFS Parties as follows:
(a) During the Offering, the Agent shall comply, in all material respects, with all requirements imposed upon it by the Federal Reserve and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations with respect to the Offering.
(b) The Agent shall distribute the Prospectus in connection with the sales of the Common Stock in accordance with the Conversion Regulations, the 1933 Act and the 1933 Act Regulations.
(c) During the Offering, each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent shall be a registered selling agent in each of the jurisdictions in which the Shares are to be offered by PFS Bancorp in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering.
Covenants of the Agent. 4.1 The Agent covenants and agrees with the Company that:
(a) The Agent will promptly become registered as a broker-dealer and have an individual be registered as an agent, and maintain such registrations during the term of this Agreement, in the jurisdictions specified in the Procedures.
(b) During the term of this Agreement, the Company will reimburse the Agent for the fees and expenses incurred by the Agent in effecting and maintaining the registrations referenced in subsection (a) above other than the State of New York. Notwithstanding anything in the preceding sentence to the contrary, in the event that Agent acts as an agent, broker or dealer for any other person in any such state other than New York in connection with any other offering, program or other activity unrelated to the Program and Agent’s activities under this Agreement which requires Agent to be registered as a broker or dealer in any such state or states and, as a result, is entitled to receive any form of compensation or other remuneration from any other person, the parties agree to negotiate and establish an equitable pro-ration of these costs and expenses.
Covenants of the Agent. The Agent covenants and agrees that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required, during the term of this Agreement.
Covenants of the Agent. 2.1 The Agent shall provide the following services:
(a) Recruitment and Enrolment:
(i) Undertake marketing and promote MITT in the geographical area as outlined in the Preamble
(ii) Represent MITT accurately and only provide MITT approved information and material to Students.
(iii) Promote and market the Institute’s programs in a professional manner and make positive and truthful representations of the Institute. The Agent may use MITT supplied material and links to MITT’s website(s). When creating original digital or print materials, the Agent is not authorized to use MITT’s name, branding, logo, photos of MITT staff, students or facilities or reference to MITT, its staff, students or its Board, without the prior written approval of MITT, which approval MITT can refuse for any reason whatsoever whether reasonable or unreasonable.
(iv) Offer correct and up-to-date information about the Institute’s programs at all times, and, as such, shall keep fully abreast of any changes in Institute policies, tuition and other fee amounts, and admission requirements.
(v) Advise Students that application to MITT does not require the services of the Agent, that all services of the Agent are optional, and that there is no charge or fee for MITT- provided services.
(vi) Identify and recruit suitable and qualified Students for the Institute’s programs.
(vii) Inform Students about the Institute’s programs and all relevant MITT program materials, admission policies, English language proficiency requirements, and assist Students in the assessment of their academic background, as relevant to the Institute’s admission requirements. Sample
(viii) Advise Students about any relevant MITT program admission requirements for acceptance into and commencement of their requested program(s), such as work experience, criminal record checks, immunization records, etc. as required.
(ix) Ensure that all application and registration documents are submitted properly in accordance with the Institute’s policies and deadlines, including any supporting documentation, such as original official transcripts, that may be required.
(b) Post-Admission Information and Resources
(i) Inform Students that they will be responsible for learning and understanding all MITT policies applicable to current students.
(ii) Provide information to Students, regarding pre-departure and arrival information. The information provided to Students should include but not necessarily be limited to, accommodations, health care i...
Covenants of the Agent. The Agent covenants that:
(a) The Agent shall not make any statement or take any action in connection with the offering and sale of the Common Stock and its activities under and pursuant to this Agreement that is not consistent with the exemptions from registration provided by Section 4(2) of the Securities Act and Regulation D, including Rule 506, promulgated thereunder or that violates Section 10 of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder.
(b) The Agent shall not sell the Securities offered pursuant to this Memorandum to any investor who is not an Accredited Investor, as defined by Rule 501 of Regulation D and in Exhibit 1 to the Subscription Agreement.
(c) The Agent shall, in connection with the sale of the Common Stock, provide information to the Issuer sufficient to enable the Issuer to establish and determine that all purchasers of the Securities are Accredited Investors.
(d) The Agent shall not sell the Securities offered pursuant to the Memorandum by any means of public solicitation or general advertising, or in any manner that violates the conditions imposed by securities laws in connection with an offer and sale of securities pursuant to the exemptions from registration contained in Section 4(2) under the Securities Act and Regulation D, including Rules 501, 502 and 506, promulgated thereunder, or in any manner that violates Section 10 of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder.
