Covenants of the Managing Owner. (a) The Managing Owner will notify the Lead Selling Agent and JWH immediately and confirm such notification in writing (i) when any amendment to the Registration Statement shall have become effective, (ii) of the receipt of any comments from the SEC, CFTC or any other Federal or state regulatory body with respect to the Registration Statement, (iii) of any request by the SEC, CFTC or any other Federal or state regulatory body for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto and (iv) of the issuance by the SEC, CFTC or any other Federal or state regulatory body of any order suspending the effectiveness of the Registration Statement under the 1933 Act, the CFTC registration or NFA membership of the Managing Owner as a commodity pool operator, or the registration of Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or of the institution, or notice of the intended institution, of any action or proceeding for that purpose. (b) The Managing Owner will deliver to the Lead Selling Agent, as soon as available, two signed copies of each amendment to the Registration Statement as originally filed and two sets of exhibits thereto, and will also deliver to the Lead Selling Agent such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) as the Lead Selling Agent shall reasonably require. (c) The Managing Owner will deliver to the Lead Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Lead Selling Agent, Wholesalers, Additional Selling Agents and Correspondents may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations. (d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the Managing Owner and the Trust will use best efforts to comply with all requirements imposed upon them by the 1933 Act and the Commodity Act, each as now and hereafter amended, and by the SEC Regulations and rules and regulations of the CFTC, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus. (e) If any event relating to or affecting the Managing Owner or the Trust shall occur as a result of which it is necessary, in the reasonable opinion of the Managing Owner or the Lead Selling Agent, to amend or supplement the Prospectus in order to make the Prospectus not materially misleading in light of the circumstances existing at the time it is delivered to a subscriber, the Managing Owner and the Trust will forthwith prepare and furnish to the Lead Selling Agent, at the expense of the Managing Owner, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus which will amend or supplement the Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a subscriber, not misleading. No such amendment or supplement shall be filed without the approval of the Lead Selling Agent and JWH and their counsel. (f) The Managing Owner will use best efforts to qualify the Units for offer and sale under applicable securities or "Blue Sky" laws and continue such qualification throughout the Offering Period, provided that in no event shall the Managing Owner or the Trust be obligated to (i) take any action which would subject it to service of process in suits other than those arising out of the offering or sale of the Units, or taxes, in any jurisdiction where any of them is not now so subject, (ii) change any material term in the Registration Statement, or (iii) expend a sum of money considered unreasonable by CISI.
Appears in 2 contracts
Samples: Selling Agreement (JWH Global Trust), Selling Agreement (JWH Global Trust)
Covenants of the Managing Owner. (a) The Managing Owner will notify the Lead Selling Agent and JWH immediately and confirm such notification in writing (i) when any amendment to the Registration Statement shall have become effective, (ii) of the receipt of any comments from the SEC, CFTC or any other Federal federal or state regulatory body with respect to the Registration Statement, (iii) of any request by the SEC, CFTC or any other Federal federal or state regulatory body for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto and (iv) of the issuance by the SEC, CFTC or any other Federal federal or state regulatory body of any order suspending the effectiveness of the Registration Statement under the 1933 Act, the CFTC registration or NFA membership of the Managing Owner as a commodity pool operator, or the registration of Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or of the institution, or notice of the intended institution, of any action or proceeding for that purpose.
(b) The Managing Owner will deliver to the Lead Selling Agent, as soon as available, two a signed copies copy of each amendment to the Registration Statement as originally filed and two sets of the exhibits thereto, and will also deliver to the Lead Selling Agent such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) as the Lead Selling Agent shall reasonably require.
(c) The Managing Owner will deliver to the Lead Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Lead Selling Agent, Wholesalers, and Additional Selling Agents and Correspondents may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations.
(d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the Managing Owner and the Trust will use best efforts to comply with all requirements imposed upon them by the 1933 Act and the Commodity Act, each as now and hereafter amended, and by the SEC Regulations and rules and regulations of the CFTC, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus.
(e) If any event relating to or affecting the Managing Owner or the Trust shall occur as a result of which it is necessary, in the reasonable opinion of the Managing Owner or the Lead Selling Agent, to amend or supplement the Prospectus in order to make the Prospectus not materially misleading in light of the circumstances existing at the time it is delivered to a subscriber, the Managing Owner and the Trust will forthwith prepare and furnish to the Lead Selling Agent, at the expense of the Managing Owner, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus which will amend or supplement the Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a subscriber, not misleading. No such amendment or supplement shall be filed without the approval of the Lead Selling Agent and JWH and their counsel.
(f) The Managing Owner will use best efforts to qualify the Units for offer and sale under applicable securities or "Blue Sky" laws and continue such qualification throughout the Offering Period, provided that in no event shall the Managing Owner or the Trust be obligated to (i1) take any action which would subject it to service of process in suits other than those arising out of the offering or sale of the Units, or taxes, in any jurisdiction where any of them is not now so subject, (ii) change any material term in the Registration Statement, or (iii) expend a sum of money considered unreasonable by CISIRJOFM.
Appears in 2 contracts
Samples: Selling Agreement (JWH Global Trust), Selling Agreement (JWH Global Trust)
Covenants of the Managing Owner. (a) The Managing Owner will not file any amendment to the Registration Statement or supplement to the Prospectus without giving the Selling Agent a reasonable period of time to review such amendment or supplement prior to filing or to which the Selling Agent reasonably objects, unless advised by counsel that doing so is required by law. The Managing Owner will notify the Lead Selling Agent and JWH immediately and confirm such notification in writing (i) when any amendment to the Registration Statement shall have become effectiveeffective or any supplement to the Prospectus is filed, (ii) of the receipt of any further comments from the SEC, CFTC CFTC, NFA or any other Federal federal or state regulatory or self-regulatory body with respect to the Registration Statement, (iii) of any request by the SEC, CFTC CFTC, NFA or any other Federal federal or state regulatory or self-regulatory body for any further amendment to the Registration Statement or any amendment or further supplement to the Prospectus or for additional information relating thereto and thereto, (iv) of any material criminal, civil or administrative or investigative proceedings against or involving the Managing Owner or the Trust, (v) of the issuance by the SEC, CFTC CFTC, NFA or any other Federal federal or state regulatory or self-regulatory body of any order suspending the effectiveness of the Registration Statement under the 1933 Securities Act, the CFTC registration or NFA membership of the Managing Owner as a “commodity pool operator, ,” or the registration of the Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or any Promotional Material or of the institution, or notice of the intended institution, of any action or proceeding for that purpose, or (vi) of any threatened action of the type referred to in clauses (iii) through (v) of which the Managing Owner is aware. In the event any order of the type referred to in clause (v) is issued, the Managing Owner agrees to use best efforts to obtain a lifting or rescinding of such order at the earliest feasible date. The Managing Owner agrees to provide marked copies of the Registration Statement and all Exhibits thereto to the Selling Agent.
(b) The Managing Owner will deliver to the Lead Selling Agent, Agent as soon as available, two many signed copies of each amendment to the Registration Statement as originally filed and two sets of exhibits each amendment thereto, together with exhibits, as the Selling Agent may reasonably request, and will also deliver to the Lead Selling Agent such number of conformed copies of the Registration Statement as originally filed and as of each amendment thereto (without exhibits) as the Lead Selling Agent shall reasonably requirerequest.
(c) The Managing Owner will deliver to the Lead Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) and of the Promotional Material as the Lead Selling Agent, Wholesalers, Additional Selling Agents and Correspondents Agent (or their Correspondents) may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations.
(d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the Managing Owner and the Trust will use best efforts to comply with all requirements imposed upon them by the 1933 Act, the SEC Regulations, the CE Act and the Commodity Act, each as now and hereafter amended, and by the SEC Regulations and rules and regulations of the CFTCCFTC Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, of the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus.
(e) If any event relating to or affecting the Managing Owner or the Trust shall occur as a result of which it is necessary, in the reasonable opinion of the Managing Owner or the Lead Selling AgentOwner, to amend or supplement the Prospectus in order (i) to make the Prospectus not materially misleading in the light of the circumstances existing at the time it is delivered to a subscriber, or (ii) to conform with applicable CFTC or SEC Regulations, the Managing Owner and the Trust will shall forthwith prepare and furnish to the Lead Selling Agent, at the expense of the Managing Owner, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus which will amend or supplement the Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact effect the necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a subscriber, not misleadingchanges. No such amendment or supplement shall be filed or used without the approval of the Lead Selling Agent and JWH and their counsel.
(f) The Managing Owner will use best efforts to qualify Agent. Without limiting the Units for offer and sale under applicable securities or "Blue Sky" laws and continue such qualification throughout generality of the Offering Periodforegoing, provided that in no event shall the Managing Owner shall amend or supplement the Prospectus to reflect any change in fees (net of rebates, if any) to be paid to a Trading Advisor by the Trust or the Trust be obligated to (i) take any action which would subject it to service of process in suits other than those arising out of the offering or sale of the Units, or taxes, in any jurisdiction where any of them is not now so subject, (ii) change any material term in the Registration Statement, or (iii) expend a sum of money considered unreasonable by CISIManaging Owner.
Appears in 1 contract
Samples: Selling Agreement (WMT III Series G/J Trading Vehicle LLC)
Covenants of the Managing Owner. (a) The Managing Owner will not file any amendment to the Registration Statement or supplement to the Prospectus without giving the Selling Agent a reasonable period of time to review such amendment or supplement prior to filing or to which the Selling Agent reasonably objects, unless advised by counsel that doing so is required by law. The Managing Owner will notify the Lead Selling Agent and JWH immediately and confirm such notification in writing (i) when any amendment to the Registration Statement shall have become effectiveeffective or any supplement to the Prospectus is filed, (ii) of the receipt of any further comments from the SEC, CFTC CFTC, NFA or any other Federal federal or state regulatory or self-regulatory body with respect to the Registration StatementSxxxxxxxx, (iiixxx) of any request by the SECxx xxx xxxxxxx xx xxx XXX, CFTC XXXX, XXX xx xxx xxxxx Xxxxxxx xx state regulatory or any other Federal or state self-regulatory body for any further amendment to the Registration Statement or any amendment or further supplement to the Prospectus or for additional information relating thereto and thereto, (iv) of any material criminal, civil or administrative or investigative proceedings against or involving the Managing Owner or the Trust, (v) of the issuance by the SEC, CFTC CFTC, NFA or any other Federal federal or state regulatory or self-regulatory body of any order suspending the effectiveness of the Registration Statement under the 1933 Securities Act, the CFTC registration or NFA membership of the Managing Owner as a "commodity pool operator, ," or the registration of the Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or any Promotional Material or of the institution, or notice of the intended institution, of any action or proceeding for that purpose, or (vi) of any threatened action of the type referred to in clauses (iii) through (v) of which the Managing Owner is aware. In the event any order of the type referred to in clause (v) is issued, the Managing Owner agrees to use best efforts to obtain a lifting or rescinding of such order at the earliest feasible date. The Managing Owner agrees to provide marked copies of the Registration Statement and all Exhibits thereto to the Selling Agent.
(b) The Managing Owner will deliver to the Lead Selling Agent, Agent as soon as available, two many signed copies of each amendment to the Registration Statement as originally filed and two sets of exhibits each amendment thereto, together with exhibits, as the Selling Agent may reasonably request, and will also deliver to the Lead Selling Agent such number of conformed copies of the Registration Statement as originally filed and as of each amendment thereto (without exhibits) as the Lead Selling Agent shall reasonably requirerequest.
(c) The Managing Owner will deliver to the Lead Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) and of the Promotional Material as the Lead Selling Agent, Wholesalers, Additional Selling Agents and Correspondents Agent (or their Correspondents) may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations.
(d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the Managing Owner and the Trust will use best efforts to comply with all requirements imposed upon them by the 1933 Act, the SEC Regulations, the Commodity Act and the Commodity Act, each as now and hereafter amended, and by the SEC Regulations and rules and regulations of the CFTCCFTC Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, of the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus.
(e) If any event relating to or affecting the Managing Owner or the Trust shall occur as a result of which it is necessary, in the reasonable opinion of the Managing Owner or the Lead Selling AgentOwner, to amend or supplement the Prospectus in order (i) to make the Prospectus not materially misleading in the light of the circumstances existing at the time it is delivered to a subscriber, or (ii) to conform with applicable CFTC or SEC Regulations, the Managing Owner and the Trust will shall forthwith prepare and furnish to the Lead Selling Agent, at the expense of the Managing Owner, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus which will amend or supplement the Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact effect the necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a subscriber, not misleadingchanges. No such amendment or supplement shall be filed or used without the approval of the Lead Selling Agent and JWH and their counsel.
(f) The Managing Owner will use best efforts to qualify Agent. Without limiting the Units for offer and sale under applicable securities or "Blue Sky" laws and continue such qualification throughout generality of the Offering Periodforegoing, provided that in no event shall the Managing Owner shall amend or supplement the Prospectus to reflect any change in fees (net of rebates, if any) to be paid to a Trading Advisor by the Trust or the Trust be obligated to (i) take any action which would subject it to service of process in suits other than those arising out of the offering or sale of the Units, or taxes, in any jurisdiction where any of them is not now so subject, (ii) change any material term in the Registration Statement, or (iii) expend a sum of money considered unreasonable by CISIManaging Owner.
Appears in 1 contract
Covenants of the Managing Owner. (a) The Managing Owner will notify the Lead Selling Agent and JWH immediately and confirm such notification in writing (i) when any amendment to the Registration Statement shall have become effective, (ii) of the receipt of any comments from the SEC, CFTC or any other Federal federal or state regulatory body with respect to the Registration Statement, (iii) of any request by the SEC, CFTC or any other Federal federal or state regulatory body for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto and (iv) of the issuance by the SEC, CFTC or any other Federal federal or state regulatory body of any order suspending the effectiveness of the Registration Statement under the 1933 Act, the CFTC registration or NFA membership of the Managing Owner as a commodity pool operator, or the registration of Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or of the institution, or notice of the intended institution, of any action or proceeding for that purpose.
(b) The Managing Owner will deliver to the Lead Selling Agent, as soon as available, two a signed copies copy of each amendment to the Registration Statement as originally filed and two sets of the exhibits thereto, and will also deliver to the Lead Selling Agent such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) as the Lead Selling Agent shall reasonably require.
(c) The Managing Owner will deliver to the Lead Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Lead Selling Agent, Wholesalers, Additional Selling Agents and Correspondents may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations.
(d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the Managing Owner and the Trust will use best efforts to comply with all requirements imposed upon them by the 1933 Act and the Commodity Act, each as now and hereafter amended, and by the SEC Regulations and rules and regulations of the CFTC, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus.
(e) If any event relating to or affecting the Managing Owner or the Trust shall occur as a result of which it is necessary, in the reasonable opinion of the Managing Owner or the Lead Selling Agent, to amend or supplement the Prospectus in order to make the Prospectus not materially misleading in light of the circumstances existing at the time it is delivered to a subscriber, the Managing Owner and the Trust will forthwith prepare and furnish to the Lead Selling Agent, at the expense of the Managing Owner, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus which will amend or supplement the Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a subscriber, not misleading. No such amendment or supplement shall be filed without the approval of the Lead Selling Agent and JWH and their counsel.
(f) The Managing Owner will use best efforts to qualify the Units for offer and sale under applicable securities or "“Blue Sky" ” laws and continue such qualification throughout the Offering Period, provided that in no event shall the Managing Owner or the Trust be obligated to (i) take any action which would subject it to service of process in suits other than those arising out of the offering or sale of the Units, or taxes, in any jurisdiction where any of them is not now so subject, (ii) change any material term in the Registration Statement, or (iii) expend a sum of money considered unreasonable by CISIRJOFM.
Appears in 1 contract
Samples: Selling Agreement (JWH Global Trust)
Covenants of the Managing Owner. (a) The Managing Owner will notify the Lead Selling Agent and JWH immediately and confirm such notification in writing (i) when any amendment to the Registration Statement shall have become effective, (ii) of the receipt of any comments from the SEC, CFTC or any other Federal federal or state regulatory body with respect to the Registration Statement, (iii) of any request by the SEC, CFTC or any other Federal federal or state regulatory body for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto and (iv) of the issuance by the SEC, CFTC or any other Federal federal or state regulatory body of any order suspending the effectiveness of the Registration Statement under the 1933 Act, the CFTC registration or NFA membership of the Managing Owner as a commodity pool operator, or the registration of Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or of the institution, or notice of the intended institution, of any action or proceeding for that purpose.
(b) The Managing Owner will deliver to the Lead Selling Agent, as soon as available, two a signed copies copy of each amendment to the Registration Statement as originally filed and two sets of the exhibits thereto, and will also deliver to the Lead Selling Agent such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) as the Lead Selling Agent shall reasonably require.
(c) The Managing Owner will deliver to the Lead Selling Agent Agent, as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Lead Selling Agent, Wholesalers, Additional Selling Agents and Correspondents Agent may reasonably request for the purposes contemplated by the 1933 Act or the SEC RegulationsSEC. Further, the Managing Owner will also deliver any and all of the Trust’s marketing materials to be distributed to investors for submission by the Selling Agent to the NASD and any other documentation relating to the sale of units or subscriptions as the Selling Agent may require.
(d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the Managing Owner and the Trust will use best efforts to comply with all requirements imposed upon them by the 1933 Act and the Commodity Act, each as now and hereafter amended, and by the SEC Regulations and rules and regulations of the CFTC, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus.
(e) If any event relating to or affecting the Managing Owner or the Trust shall occur as a result of which it is necessary, in the reasonable opinion of the Managing Owner or the Lead Selling Agent, to amend or supplement the Prospectus in order to make the Prospectus not materially misleading in light of the circumstances existing at the time it is delivered to a subscriber, the Managing Owner and the Trust will forthwith prepare and furnish to the Lead Selling Agent, at the expense of the Managing Owner, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus which will amend or supplement the Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a subscriber, not misleading. No such amendment or supplement shall be filed without the approval of the Lead Selling Agent and JWH and their its counsel.
(f) The Managing Owner will use best efforts to qualify the Units for offer and sale under applicable securities or "“Blue Sky" ” laws and continue such qualification throughout the Offering Period, provided that in no event shall the Managing Owner or the Trust be obligated to (i) take any action which would subject it to service of process in suits other than those arising out of the offering or sale of the Units, or taxes, in any jurisdiction where any of them is not now so subject, (ii) change any material term in the Registration Statement, or (iii) expend a sum of money considered unreasonable by CISI.
Appears in 1 contract
Covenants of the Managing Owner. (a) The Managing Owner will notify the Lead Selling Agent and JWH immediately and confirm such notification in writing (i) when any amendment to the Registration Statement shall have become effective, (ii) of the receipt of any comments from the SEC, CFTC or any other Federal or state regulatory body with respect to the Registration Statement, (iii) of any request by the SEC, CFTC or any other Federal or state regulatory body for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto and (iv) of the issuance by the SEC, CFTC or any other Federal or state regulatory body of any order suspending the effectiveness of the Registration Statement under the 1933 Act, the CFTC registration or NFA membership of the Managing Owner as a commodity pool operator, or the registration of Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or of the institution, or notice of the intended institution, of any action or proceeding for that purpose.
(b) The Managing Owner will deliver to the Lead Selling Agent, as soon as available, two a signed copies copy of each amendment to the Registration Statement as originally filed and two sets of the exhibits thereto, and will also deliver to the Lead Selling Agent such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) as the Lead Selling Agent shall reasonably require.
(c) The Managing Owner will deliver to the Lead Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Lead Selling Agent, Wholesalers, Additional Selling Agents and Correspondents may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations.
(d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the Managing Owner and the Trust will use best efforts to comply with all requirements imposed upon them by the 1933 Act and the Commodity Act, each as now and hereafter amended, and by the SEC Regulations and rules and regulations of the CFTC, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus.
(e) If any event relating to or affecting the Managing Owner or the Trust shall occur as a result of which it is necessary, in the reasonable opinion of the Managing Owner or the Lead Selling Agent, to amend or supplement the Prospectus in order to make the Prospectus not materially misleading in light of the circumstances existing at the time it is delivered to a subscriber, the Managing Owner and the Trust will forthwith prepare and furnish to the Lead Selling Agent, at the expense of the Managing Owner, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus which will amend or supplement the Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a subscriber, not misleading. No such amendment or supplement shall be filed without the approval of the Lead Selling Agent and JWH and their counsel.
(f) The Managing Owner will use best efforts to qualify the Units for offer and sale under applicable securities or "Blue Sky" laws and continue such qualification throughout the Offering Period, provided that in no event shall the Managing Owner or the Trust be obligated to (i) take any action which would subject it to service of process in suits other than those arising out of the offering or sale of the Units, or taxes, in any jurisdiction where any of them is not now so subject, (ii) change any material term in the Registration Statement, or (iii) expend a sum of money considered unreasonable by CISI.
Appears in 1 contract
Samples: Selling Agreement (JWH Global Trust)
Covenants of the Managing Owner. (a) The Managing Owner will notify the Lead Selling Agent and JWH immediately and confirm such notification in writing (i) when any amendment to the Registration Statement shall have become effective, (ii) of the receipt of any comments from the SEC, CFTC or any other Federal or state regulatory body with respect to the Registration Statement, (iii) of any request by the SEC, CFTC or any other Federal or state regulatory body for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto and (iv) of the issuance by the SEC, CFTC or any other Federal or state regulatory body of any order suspending the effectiveness of the Registration Statement under the 1933 Act, the CFTC registration or NFA membership of the Managing Owner as a commodity pool operator, or the registration of Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or of the institution, or notice of the intended institution, of any action or proceeding for that purpose.
(b) The Managing Owner will deliver to the Lead Selling Agent, as soon as available, two signed copies of each amendment to the Registration Statement as originally filed and two sets of exhibits thereto, and will also deliver to the Lead Selling Agent such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) as the Lead Selling Agent shall reasonably require.
(c) The Managing Owner will deliver to the Lead Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Lead Selling Agent, Wholesalers, Additional Selling Agents and Correspondents may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations.
(d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the Managing Owner and the Trust will use best efforts to comply with all requirements imposed upon them by the 1933 Act and the Commodity Act, each as now and hereafter amended, and by the SEC Regulations and rules and regulations of the CFTC, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus.
(e) If any event relating to or affecting the Managing Owner or the Trust shall occur as a result of which it is necessary, in the reasonable opinion of the Managing Owner or the Lead Selling Agent, to amend or supplement the Prospectus in order to make the Prospectus not materially misleading in light of the circumstances existing at the time it is delivered to a subscriber, the Managing Owner and the Trust will forthwith prepare and furnish to the Lead Selling Agent, at the expense of the Managing Owner, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus which will amend or supplement the Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a subscriber, not misleading. No such amendment or supplement shall be filed without the approval of the Lead Selling Agent and JWH and their counsel.
(f) The Managing Owner will use best efforts to qualify the Units for offer and sale under applicable securities or "Blue Sky" laws and continue such qualification throughout the Offering Period, provided that in no event shall the Managing Owner or the Trust be obligated to (i) take any action which would subject it to service of process in suits other than those arising out of the offering or sale of the Units, or taxes, in any jurisdiction where any of them is not now so subject, (ii) change any material term in the Registration Statement, or (iii) expend a sum of money considered unreasonable by CISI.
Appears in 1 contract
Covenants of the Managing Owner. (a) The Managing Owner will not file any amendment to the Registration Statement or supplement to the Prospectus without giving the Selling Agent a reasonable period of time to review such amendment or supplement prior to filing or to which the Selling Agent reasonably objects, unless advised by counsel that doing so is required by law. The Managing Owner will notify the Lead Selling Agent and JWH immediately and confirm such notification in writing (i) when any amendment to the Registration Statement shall have become effectiveeffective or any supplement to the Prospectus is filed, (ii) of the receipt of any further comments from the SEC, CFTC CFTC, NFA or any other Federal federal or state regulatory or self-regulatory body with respect to the Registration StatementStxxxxxxx, (iiixxx) of any request by the SECxx xxx xxxxxxx xx xxx XXX, CFTC XXXX, XXX xx xxx xxxxx xxxxxxx xx state regulatory or any other Federal or state self-regulatory body for any further amendment to the Registration Statement or any amendment or further supplement to the Prospectus or for additional information relating thereto and thereto, (iv) of any material criminal, civil or administrative or investigative proceedings against or involving the Managing Owner or the Trust, (v) of the issuance by the SEC, CFTC CFTC, NFA or any other Federal federal or state regulatory or self-regulatory body of any order suspending the effectiveness of the Registration Statement under the 1933 Securities Act, the CFTC registration or NFA membership of the Managing Owner as a "commodity pool operator, ," or the registration of the Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or any Promotional Material or of the institution, or notice of the intended institution, of any action or proceeding for that purpose, or (vi) of any threatened action of the type referred to in clauses (iii) through (v) of which the Managing Owner is aware. In the event any order of the type referred to in clause (v) is issued, the Managing Owner agrees to use best efforts to obtain a lifting or rescinding of such order at the earliest feasible date. The Managing Owner agrees to provide marked copies of the Registration Statement and all Exhibits thereto to the Selling Agent.
(b) The Managing Owner will deliver to the Lead Selling Agent, Agent as soon as available, two many signed copies of each amendment to the Registration Statement as originally filed and two sets of exhibits each amendment thereto, together with exhibits, as the Selling Agent may reasonably request, and will also deliver to the Lead Selling Agent such number of conformed copies of the Registration Statement as originally filed and as of each amendment thereto (without exhibits) as the Lead Selling Agent shall reasonably requirerequest.
(c) The Managing Owner will deliver to the Lead Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) and of the Promotional Material as the Lead Selling Agent, Wholesalers, Additional Selling Agents and Correspondents Agent (or their Correspondents) may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations.
(d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the Managing Owner and the Trust will use best efforts to comply with all requirements imposed upon them by the 1933 Act, the SEC Regulations, the CE Act and the Commodity Act, each as now and hereafter amended, and by the SEC Regulations and rules and regulations of the CFTCCFTC Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, of the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus.
(e) If any event relating to or affecting the Managing Owner or the Trust shall occur as a result of which it is necessary, in the reasonable opinion of the Managing Owner or the Lead Selling AgentOwner, to amend or supplement the Prospectus in order (i) to make the Prospectus not materially misleading in the light of the circumstances existing at the time it is delivered to a subscriber, or (ii) to conform with applicable CFTC or SEC Regulations, the Managing Owner and the Trust will shall forthwith prepare and furnish to the Lead Selling Agent, at the expense of the Managing Owner, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus which will amend or supplement the Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact effect the necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a subscriber, not misleadingchanges. No such amendment or supplement shall be filed or used without the approval of the Lead Selling Agent and JWH and their counsel.
(f) The Managing Owner will use best efforts to qualify Agent. Without limiting the Units for offer and sale under applicable securities or "Blue Sky" laws and continue such qualification throughout generality of the Offering Periodforegoing, provided that in no event shall the Managing Owner shall amend or supplement the Prospectus to reflect any change in fees (net of rebates, if any) to be paid to a Trading Advisor by the Trust or the Trust be obligated to (i) take any action which would subject it to service of process in suits other than those arising out of the offering or sale of the Units, or taxes, in any jurisdiction where any of them is not now so subject, (ii) change any material term in the Registration Statement, or (iii) expend a sum of money considered unreasonable by CISIManaging Owner.
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Covenants of the Managing Owner. (a) The Managing Owner will notify the Lead Selling Agent and JWH immediately and confirm such notification in writing (i) when any amendment to the Registration Statement shall have become effective, (ii) of the receipt of any comments from the SEC, CFTC or any other Federal federal or state regulatory body with respect to the Registration Statement, (iii) of any request by the SEC, CFTC or any other Federal federal or state regulatory body for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto and (iv) of the issuance by the SEC, CFTC or any other Federal federal or state regulatory body of any order suspending the effectiveness of the Registration Statement under the 1933 Act, the CFTC registration or NFA membership of the Managing Owner as a commodity pool operator, or the registration of Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or of the institution, or notice of the intended institution, of any action or proceeding for that purpose.
(b) The Managing Owner will deliver to the Lead Selling Agent, as soon as available, two a signed copies copy of each amendment to the Registration Statement as originally filed and two sets of the exhibits thereto, and will also deliver to the Lead Selling Agent such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) as the Lead Selling Agent shall reasonably require.
(c) The Managing Owner will deliver to the Lead Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as the Lead Selling Agent, Wholesalers, Agent and Additional Selling Agents and Correspondents may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations.
(d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the Managing Owner and the Trust will use best efforts to comply with all requirements imposed upon them by the 1933 Act and the Commodity ActCEAct, each as now and hereafter amended, and by the SEC Regulations and rules and regulations of the CFTC, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus.
(e) If any event relating to or affecting the Managing Owner or the Trust shall occur as a result of which it is necessary, in the reasonable opinion of the Managing Owner or the Lead Selling Agent, to amend or supplement the Prospectus in order to make the Prospectus not materially misleading in light of the circumstances existing at the time it is delivered to a subscriber, the Managing Owner and the Trust will forthwith prepare and furnish to the Lead Selling Agent, at the expense of the Managing Owner, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus which will amend or supplement the Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a subscriber, not misleading. No such amendment or supplement shall be filed without the approval of the Lead Selling Agent and JWH and their counsel.
(f) The Managing Owner will use best efforts to qualify the Units for offer and sale under applicable securities or "“Blue Sky" ” laws and continue such qualification throughout the Offering Period, provided that in no event shall the Managing Owner or the Trust be obligated to (i1) take any action which would subject it to service of process in suits other than those arising out of the offering or sale of the Units, or taxes, in any jurisdiction where any of them is not now so subject, (ii) change any material term in the Registration Statement, or (iii) expend a sum of money considered unreasonable by CISIRJOFM.
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Samples: Selling Agreement (Rjo Global Trust)
Covenants of the Managing Owner. (a) The Managing Owner will notify the Lead Correspondent Selling Agent and JWH immediately and confirm such notification in writing (i) when any amendment to the Registration Statement shall have become effectiveeffective or any supplement to the Prospectus is filed, (ii) of the receipt of any further comments from the SEC, CFTC CFTC, NFA or any other Federal federal or state regulatory or self-regulatory body with respect to the Registration Statement, (iii) of any request by the SEC, CFTC CFTC, NFA or any other Federal federal or state regulatory or self-regulatory body for any further amendment to the Registration Statement or any amendment or further supplement to the Prospectus or for additional information relating thereto and thereto, (iv) of any material criminal, civil or administrative proceedings against or involving the Managing Owner or the Trust, (v) of the issuance by the SEC, CFTC CFTC, NFA or any other Federal federal or state regulatory or self-regulatory body of any order suspending the effectiveness of the Registration Statement under the 1933 Securities Act, the CFTC registration or NFA membership of the Managing Owner as a "commodity pool operator, ," or the registration of Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or any Promotional Material or of the institution, or notice of the intended institution, of any action or proceeding for that purpose, or (vi) of any threatened action of the type referred to in clauses (iii) through (v) of which the Managing Owner is aware. In the event any order of the type referred to in clause (v) is issued, the Managing Owner agrees to use best efforts to obtain a lifting or rescinding of such order at the earliest feasible date.
(b) The Managing Owner will deliver to the Lead Selling Agent, as soon as available, two signed copies of each amendment for delivery to the Registration Statement as originally filed and two sets of exhibits theretoCorrespondent Selling Agent, and will also deliver to the Lead Selling Agent such number of conformed copies of the Registration Statement as originally filed and as of each amendment thereto (without exhibits) as the Lead Correspondent Selling Agent shall reasonably requirerequest.
(c) The Managing Owner will deliver to the Lead Selling Agent Agent, for delivery to the Correspondent Selling Agent, as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) and of such Promotional Material as the Lead Correspondent Selling Agent, Wholesalers, Additional Selling Agents and Correspondents Agent may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations.
(d) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the Managing Owner and the Trust will use best efforts to comply with all requirements imposed upon them by the 1933 Act and the Commodity CE Act, each as now and hereafter amended, and by the SEC Regulations and rules and regulations of the CFTCCFTC Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, of the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus.. Correspondent Selling Agent Agreement
(e) If any event relating to or affecting the Managing Owner or the Trust shall occur as a result of which it is necessary, in the reasonable opinion of the Managing Owner or the Lead Selling AgentOwner, to amend or supplement the Prospectus in order (i) to make the Prospectus not materially misleading in the light of the circumstances existing at the time it is delivered to a subscriber, or (ii) to conform with applicable CFTC and SEC Regulations, the Managing Owner and the Trust will shall forthwith prepare and furnish to the Lead Selling Agent, for delivery to the Correspondent Selling Agent, at the expense of the Managing Owner, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus which will amend or supplement the Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact effect the necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a subscriber, not misleading. No such amendment or supplement shall be filed without the approval of the Lead Selling Agent and JWH and their counselchanges.
(f) The Managing Owner will use best efforts deliver to qualify the Units for offer and sale under applicable securities or Correspondent Selling Agent: (i) copies of all "Blue Sky" laws and continue such qualification throughout other state securities law clearances obtained by the Offering Period, provided that in no event shall the Managing Owner or the Trust be obligated to (i) take any action which would subject it to service of process in suits other than those arising out of the offering or sale of the Units, or taxes, in any jurisdiction where any of them is not now so subject, Trust; and (ii) change copies of all monthly and annual reports, and of any material term in other communications, sent to the Registration Statement, or (iii) expend a sum of money considered unreasonable by CISIUnitholders.
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