Covenants of the Offerors. The Company and the Trust jointly and severally agree to the following with each of the Underwriters: (a) If the Representatives so request, the Offerors, on or prior to the Closing Date, will deliver to the Representatives conformed copies of the Registration Statement as originally filed, including all exhibits, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such document, in each case as soon as available and in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies for each of the several Underwriters and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, counsel to the Underwriters, with respect to any such documents that are not electronically available through the Commission's XXXXX filing system. (b) The Company will pay all expenses in connection with (i) the preparation and filing by it of the Registration Statement and the Prospectus, (ii) the preparation, issuance and delivery of the Securities, (iii) any fees and expenses of the Trustees, (iv) the printing and delivery to the Underwriters, in reasonable quantities, of copies of the Registration Statement and the Prospectus (each as originally filed and as subsequently amended), and (v) the fees and expenses incurred in connection with the listing of the Trust Preferred Securities and, if applicable, the Subordinated Debentures, on the New York Stock Exchange. In addition, the Company will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counsel, Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, in connection with the qualification of the Securities under state securities or blue sky laws or investment laws (if and to the extent such qualification is required by the Underwriters or the Company). (c) If, during the time when a prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall occur as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company promptly will (i) notify the Underwriters to suspend solicitation of purchases of the Trust Preferred Securities and (ii) at its expense, prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. During the period specified above, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished by the Company to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. (d) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (e) The Company will make generally available to its security holders, as soon as it is practicable to do so, an earnings statement of the Company (which need not be audited) in reasonable detail, covering a period of at least 12 months beginning within three months after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act. (f) The Offerors will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate; provided, however, that the Offerors shall not be required in any state to qualify as a foreign corporation or business entity, or to file a general consent to service of process, or to submit to any requirements which either of them deems unduly burdensome. (g) Fees and disbursements of Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, who is acting as counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, the Company shall reimburse the Representatives for the account of the Underwriters for the amount of such fees and disbursements. (h) During a period of thirty (30) days beginning on the date of this Agreement, the Company and the Trust will not offer, sell, contract to sell or otherwise dispose of any Trust Preferred Securities, any other beneficial interest in the assets of the Trust, any Subordinated Debentures, or any other securities of the Trust or any other similar debt securities of the Company which are substantially similar to the Trust Preferred Securities or the Subordinated Debentures, without the prior written consent of the Representatives. (i) The Company will use its best efforts to cause the Trust Preferred Securities to be listed on the New York Stock Exchange, subject to official notice of issuance. If the Trust Preferred Securities are exchanged for Subordinated Debentures, the Company will use its reasonable best efforts to effect the listing of the Subordinated Debentures on any exchange on which the Trust Preferred Securities are then listed.
Appears in 1 contract
Samples: Underwriting Agreement (Consolidated Natural Gas Co/Va)
Covenants of the Offerors. The Company and Each of the Trust Offerors jointly and severally agree to the following covenant with each of the UnderwritersUnderwriter as follows:
(a) If The Offerors will promptly notify the Representatives so requestRepresentative or its counsel (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission or of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iii) of any suspension of qualification of the Preferred Securities for sale under Blue Sky or state securities laws, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.
(b) Prior to the termination of the offering of the Preferred Securities, the Offerors, on Offerors will not file any amendment to the Registration Statement or amendment or supplement to the Prospectus unless the Representative and counsel to the Underwriters have been furnished with a copy of such amendment or supplement for their review and comment a reasonable time prior to such proposed filing and will not file any such amendment or supplement to which counsel for the Closing DateUnderwriters shall reasonably object on legal grounds in writing after consultation with the Representative. Subject to the foregoing, the Offerors will promptly prepare a supplement to the Prospectus to reflect the terms of the Preferred Securities and the terms of the offering contemplated by this Agreement. The Offerors will file such Prospectus as so supplemented pursuant to Rule 424(b) under the Act within the time periods provided by such Rule and Rule 430A(a)(3) under the Act.
(c) The Offerors will deliver to the Representatives Representative one signed and as many conformed copies of the Registration Statement, in each case as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Representative may reasonably request and will also deliver to the Representative a conformed copy of the Registration Statement as originally filed, including all filed and of each amendment thereto (without exhibits, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such document, in each case as soon as available and in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies ) for each of the several Underwriters and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, counsel to the Underwriters, with respect to any such documents that are not electronically available through the Commission's XXXXX filing system.
(bd) The Company Offerors will pay all expenses in connection with furnish to each Underwriter, without charge, from time to time during the period of time (inot exceeding nine months) after the preparation and filing by it date of the Registration Statement and the Prospectus, (ii) the preparation, issuance and delivery of the Securities, (iii) any fees and expenses of the Trustees, (iv) the printing and delivery to the Underwriters, in reasonable quantities, of copies of the Registration Statement and the Prospectus (each as originally filed and as subsequently amended), and (v) the fees and expenses incurred in connection with the listing of the Trust Preferred Securities and, if applicable, the Subordinated Debentures, on the New York Stock Exchange. In addition, the Company will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counsel, Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, in connection with the qualification of the Securities under state securities or blue sky laws or investment laws (if and to the extent such qualification is required by the Underwriters or the Company).
(c) If, during the time when a prospectus relating to the Securities Prospectus is required to be delivered under the Securities 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder; and in case any Underwriter is required to deliver a prospectus after the expiration of nine months after the date of the Prospectus, to furnish to the Representative, upon request, at the expense of such Underwriter, a reasonable quantity of a supplemental prospectus or of supplements to the Prospectus complying with Section 10(a)(3) of the 1933 Xxx.
(e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Preferred Securities, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, Prospectus not misleading in the light of the circumstances under which they were made, not misleadingexisting at the time it is to be delivered to a purchaser, or if it is shall be necessary at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the Securities Actrequirements of the 1933 Act or the 1933 Act Regulations, the Company Offerors will promptly will (i) notify the Underwriters to suspend solicitation of purchases of the Trust Preferred Securities and (ii) at its expense, prepare and file with the Commission an subject to paragraph (b) above such amendment or supplement which will as may be necessary to correct such untrue statement or omission or an amendment which will effect such compliance. During the period specified above, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished by the Company to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP.
(d) The Company will advise the Representatives promptly of any proposal to amend or supplement make the Registration Statement or the Prospectus comply with such requirements; and the Offerors will afford furnish to the Representatives Underwriters, without charge, a reasonable opportunity to comment on any number of copies of such proposed amendment or supplement; and the Company will also advise the Representatives promptly , except that in case any Underwriter is required to deliver a prospectus in connection with sales of the filing Preferred Securities after the expiration of nine months after the date of the Prospectus the Offerors shall be required to furnish any such amendment amendments or supplement and supplements to such Underwriter only at the expense of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issuedUnderwriter.
(ef) The Offerors will endeavor, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Representative may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to comply with any other requirements deemed by the Company to be unduly burdensome.
(g) The Trust will make generally available to its security holders, holders as soon as it is practicable to do so, an earnings statement of the Company (which need not be auditedaudited by independent public accountants) in reasonable detail, covering a twelve-month period of at least 12 months beginning within three months after the "effective date date" (as defined in Rule 158 of the 1933 Act Regulations) of the Registration StatementStatement and ending not later than 15 months thereafter, which earnings statement that shall satisfy the requirements provisions of Section 11(a) of the Securities Act.
(f) The Offerors will furnish such proper information as may be lawfully required 1933 Act and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate; provided, however, that the Offerors shall not be required in any state to qualify as a foreign corporation or business entity, or to file a general consent to service of process, or to submit to any requirements which either of them deems unduly burdensome.
(g) Fees and disbursements of Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, who is acting as counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, the Company shall reimburse the Representatives for the account of the Underwriters for the amount of such fees and disbursementssaid Rule 158.
(h) During For a period of thirty (30) days beginning on 18 months after the date of this AgreementClosing Time, the Company will furnish to you and, upon request, to each Underwriter, copies of all annual reports, quarterly reports and current reports filed with the Trust will not offerCommission on Forms 10-K, sell, contract to sell or otherwise dispose of any Trust Preferred Securities, any other beneficial interest in the assets of the Trust, any Subordinated Debentures10-Q and 8-K, or any other securities of the Trust or any such other similar debt securities of forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company which are substantially similar to the Trust Preferred Securities its stockholders or the Subordinated Debentures, without the prior written consent of the Representativessecurity holders generally.
(i) The Company Offerors will use its best efforts to cause effect the Trust listing of the Preferred Securities to be listed (including the Preferred Securities Guarantee with respect thereto) on the New York Stock Exchange, subject to official notice of issuance. If ; if the Trust Preferred Securities are exchanged for Subordinated DebenturesDebt Securities, the Company will use its reasonable best efforts to effect the listing of the Subordinated Debentures Debt Securities on any the exchange on which the Trust Preferred Securities are were then listed.
(j) During a period of 60 days from the date of the Pricing Agreement, neither the Trust nor the Company will, without the Representative's prior written consent, directly or indirectly, sell, offer to sell, contract to sell, grant any option for the sale of, or otherwise dispose of, any Preferred Securities, any security convertible into or exchangeable into or exercisable for Preferred Securities or the Subordinated Debt Securities or any debt securities substantially similar to the Subordinated Debt Securities or equity securities substantially similar to the Preferred Securities (except for the Subordinated Debt Securities and the Preferred Securities issued pursuant to this Agreement). Section 4.
Appears in 1 contract
Samples: Underwriting Agreement (Consumers Energy Co Financing Ii)
Covenants of the Offerors. The Company and Each of the Trust Offerors jointly and ------------------------- severally agree to the following covenants with each of the UnderwritersUnderwriter as follows:
(a) If Promptly following the execution of this Agreement, the Offerors will complete and deliver to the Underwriters a Prospectus setting forth the number of Preferred Securities covered thereby, the names of the Underwriters and the number of Preferred Securities which each severally has agreed to purchase, the initial public offering price, the Underwriters' Compensation, the selling concession and reallowances, if any, and such other information as the Representatives so and the Offerors deem appropriate in connection with the offering of the Preferred Securities. The Offerors will promptly transmit copies of the Prospectus to the Commission for filing pursuant to Rule 424 of the 1933 Act Regulations and will furnish to the Underwriters as many copies of the Prospectus as the Representatives shall reasonably request. If required by Rule 430A of the 1933 Act Regulations, the OfferorsOfferors will prepare and file or transmit for filing a post-effective amendment to the Registration Statement (including an amended Prospectus).
(b) The Offerors will notify the Representatives immediately, on and confirm the notice in writing, (i) of the effectiveness of any post-effective amendment to the Registration Statement, (ii) of the mailing or the delivery to the Commission for filing of the Prospectus or any supplement to the Prospectus or any document to be filed pursuant to the 1934 Act, (iii) of the receipt of any comments from the Commission, (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.
(c) The Offerors will give the Representatives notice of their intention to file or prepare any post-effective amendment to the Registration Statement or any amendment or supplement to the Prospectus, whether pursuant to the 1934 Act, the 1933 Act or otherwise, and will furnish the Representatives with copies of any such amendment or supplement or other document proposed to be filed a reasonable amount of time prior to such proposed filing and will not file any such amendment or supplement or other document or use any such prospectus to which the Closing Date, Representatives or counsel to the Underwriters shall reasonably object.
(d) The Company will deliver to each Underwriter a copy of each document incorporated by reference in the Prospectus.
(e) The Offerors will deliver to the Representatives a signed copy of the registration statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein) and will also deliver to the Representatives as many conformed copies of the Registration Statement and of each amendment thereto as originally filed, including all exhibits, the Representatives may reasonably request.
(f) If any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such documentevent shall occur or condition exist as a result of which it is necessary, in each case as soon as available and in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies for each opinion of the several Underwriters and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, counsel to the Underwriters, with respect to any such documents that are amend or supplement the Prospectus in order to make the Prospectus not electronically available through misleading in the Commission's XXXXX filing system.
(b) The Company light of circumstances existing at the time it is delivered to a purchaser, the Offerors will pay all expenses in connection with (i) the preparation and filing by it of the Registration Statement and the Prospectus, (ii) the preparation, issuance and delivery of the Securities, (iii) any fees and expenses of the Trustees, (iv) the printing and delivery to the Underwriters, in reasonable quantities, of copies of the Registration Statement and forthwith amend or supplement the Prospectus (each as originally filed in form and as subsequently amendedsubstance reasonably satisfactory to such counsel), and (v) whether by filing documents pursuant to the fees and expenses incurred in connection with the listing of the Trust Preferred Securities and1934 Act or otherwise, if applicableso that, as so amended or supplemented, the Subordinated Debentures, on the New York Stock Exchange. In addition, the Company Prospectus will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counsel, Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, in connection with the qualification of the Securities under state securities or blue sky laws or investment laws (if and to the extent such qualification is required by the Underwriters or the Company).
(c) If, during the time when a prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall occur as a result of which the Prospectus as then amended or supplemented would not include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time it is delivered to a purchaser, not misleading, or if it is necessary at any time and the Offerors will furnish to amend the Prospectus to comply with the Securities Act, the Company promptly will (i) notify the Underwriters to suspend solicitation a reasonable number of purchases copies of the Trust Preferred Securities and (ii) at its expense, prepare and file with the Commission an such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. During the period specified above, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished by the Company to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLPsupplement.
(d) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.
(e) The Company will make generally available to its security holders, as soon as it is practicable to do so, an earnings statement of the Company (which need not be audited) in reasonable detail, covering a period of at least 12 months beginning within three months after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act.
(fg) The Offerors will furnish such proper information as may be lawfully required endeavor, in cooperation with the Underwriters, to qualify the Preferred Securities, the Subordinated Notes and otherwise cooperate in qualifying the Securities Depositary Shares for offer offering and sale under the applicable securities or blue sky laws of such states and other jurisdictions of the United States as the Representatives may designate; provided, however, that neither of the Offerors shall not be required in any state obligated to qualify as a foreign corporation or business entityin any jurisdiction in which it is not so qualified. In each jurisdiction in which the Preferred Securities, or the Subordinated Notes and the Depositary Shares have been so qualified, the Offerors will file such statements and reports as may be required by the laws of such jurisdiction to file a general consent to service continue such qualification in effect for as long as may be required for the distribution of processthe Preferred Securities or, or to submit to any requirements which in the case of such Subordinated Notes and Depositary Shares, for as long as such Subordinated Notes and Depositary Shares are issuable as contemplated by the Prospectus. The Offerors will promptly advise the Representatives of the receipt by either of them deems unduly burdensome.
(g) Fees and disbursements the Offerors of Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, who is acting as counsel for any notification with respect to the Underwriters (exclusive suspension of fees and disbursements the qualification of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereofPreferred Securities, the Company shall reimburse Subordinated Notes or the Representatives Depositary Shares for sale or issuance, as the account case may be, in any such state or jurisdiction or the initiating or threatening of the Underwriters any proceeding for the amount of such fees and disbursementspurpose.
(h) During a period of thirty (30) days beginning The Company will, on the date of this Agreement, the Company and the Trust will not offer, sell, contract to sell or otherwise dispose of any Trust Preferred Securities, any other beneficial interest in the assets behalf of the Trust, any Subordinated Debenturesmake generally available to the Trust's security holders as soon as practicable, or any other securities but not later than 60 days after the close of the Trust or any other similar debt securities period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering a twelve month period beginning not later than the first day of the Company's fiscal quarter next following the "effective date" (as defined in said Rule 158) of the Registration Statement.
(i) The Offerors will use their best efforts to effect the listing of the Preferred Securities on the New York Stock Exchange; if the Preferred Securities are exchanged for either or both of the Subordinated Notes and/or the Depositary Shares, the Company will use its reasonable efforts to effect the listing of the such securities on the exchange on which are substantially similar the Preferred Securities were then listed.
(j) The Offerors, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.
(k) The Offerors will use the net proceeds received in connection with the sale of the Preferred Securities in the manner specified in the Prospectus under "Use of Proceeds".
(l) During the period beginning the date hereof and continuing for 30 days from such date, neither the Trust Preferred Securities or nor the Subordinated DebenturesCompany will, without the prior written consent of the Representatives.
, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any Preferred Securities, any equity securities substantially similar to the Preferred Securities, Subordinated Notes or any debt securities substantially similar to the Subordinated Notes, or any securities convertible into, exchangeable into or exercisable for Preferred Securities, any equity securities substantially similar to the Preferred Securities, Subordinated Notes or any debt securities substantially similar to the Subordinated Notes (i) The Company will use its best efforts to cause except for the Trust Subordinated Notes and the Preferred Securities to be listed on offered by the New York Stock Exchange, subject to official notice of issuance. If the Trust Preferred Securities are exchanged for Subordinated Debentures, the Company will use its reasonable best efforts to effect the listing of the Subordinated Debentures on any exchange on which the Trust Preferred Securities are then listedProspectus).
Appears in 1 contract
Covenants of the Offerors. The Company and the Trust jointly and severally agree to the following Offerors covenant with each of the Underwriters------------------------- Underwriter as follows:
(a) If the Representatives so request, the Offerors, on or prior to the Closing Date, will deliver to the Representatives conformed copies of the Registration Statement as originally filed, including all exhibits, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such document, in each case as soon as available and in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies for each of the several Underwriters and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, counsel to the Underwriters, with respect to any such documents that are not electronically available through the Commission's XXXXX filing system.
(b) The Company will pay all expenses in connection with (i) the preparation and filing by it of the Registration Statement and the Prospectus, (ii) the preparation, issuance and delivery of the Securities, (iii) any fees and expenses of the Trustees, (iv) the printing and delivery to the Underwriters, in reasonable quantities, of copies of the Registration Statement and the Prospectus (each as originally filed and as subsequently amended), and (v) the fees and expenses incurred in connection with the listing of the Trust Preferred Securities and, if applicable, the Subordinated Debentures, on the New York Stock Exchange. In addition, the Company will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counsel, Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, in connection with the qualification of the Securities under state securities or blue sky laws or investment laws (if and to the extent such qualification is required by the Underwriters or the Company).
(c) If, during the time when a prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall occur as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company promptly will (i) notify the Underwriters to suspend solicitation of purchases of the Trust Preferred Securities and (ii) at its expense, prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. During the period specified above, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished by the Company to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP.
(d) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.
(e) The Company will make generally available to its security holders, as soon as it is practicable to do so, an earnings statement of the Company (which need not be audited) in reasonable detail, covering a period of at least 12 months beginning within three months after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act.
(f) The Offerors will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate; provided, however, that the Offerors shall not be required in any state to qualify as a foreign corporation or business entity, or to file a general consent to service of process, or to submit to any requirements which either of them deems unduly burdensome.
(g) Fees and disbursements of Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, who is acting as counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, the Company shall reimburse the Representatives for the account of the Underwriters for the amount of such fees and disbursements.
(h) During a period of thirty (30) days beginning on the date of this Agreement, the Company and the Trust will not offer, sell, contract to sell or otherwise dispose of any Trust Preferred Securities, any other beneficial interest in the assets of the Trust, any Subordinated Debentures, or any other securities of the Trust or any other similar debt securities of the Company which are substantially similar to the Trust Preferred Securities or the Subordinated Debentures, without the prior written consent of the Representatives.
(i) The Company will use its best efforts to cause the Trust Registration Statement and any post-effective amendments to the Registration Statement to be declared effective by the Commission (as and when specified in the reasonable request of the Representatives) and will prepare the Prospectus in a form reasonably approved by the Representatives and file such Prospectus pursuant to Rule 424(b) under the 1933 Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the 1933 Act. The Company will make no further amendment or any supplement to the Registration Statement or the Prospectus prior to any First Closing Date which shall be reasonably disapproved by the Representatives after reasonable notice thereof. The Company will notify the Representatives immediately and confirm the notice in writing (i) when the Registration Statement or any post-effective amendment thereto (and any other amendment thereto) has been declared effective by the Commission, (ii) of the transmittal to the Commission for filing of any amendment or supplement to the Prospectus or any document that will be incorporated by reference in the Subscription Prospectus or the Prospectus, (iii) of the receipt by the Company of any comments from the Georgia Department of Banking and Finance ("Georgia Department"), the Commission or any state securities commission with respect to the transactions contemplated by this Agreement, (iv) of any request by the Georgia Department, the Commission or any state securities commission for any amendment or supplement to the Registration Statement or the Prospectus, or for additional information, (v) of the issuance by the Office of Thrift Supervision (the "OTS"), the Federal Reserve Board, the Georgia Department, the Commissioner or any state securities commission or court of competent jurisdiction of any order suspending any of the Offering or the use of either the Preliminary Prospectus or the Prospectus or the threat of any such action by any such entity, (vi) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any amendment thereto or of the receipt by the Company of any notification with respect to the suspension of the registration, qualification or exemption of the Preferred Securities for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose. In the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or Prospectus or suspending any such registration, qualification or exemption, the Company promptly will use its best efforts to obtain its withdrawal.
(b) The Company will give the Representatives notice of its intention to file or prepare any amendment or supplement to the Registration Statement or any amendment or supplement to the Prospectus (whether, in the case of the Registration Statement and the Prospectus, by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise and, in the case of the Prospectus, including any revised prospectus which the Company proposes for use by the Underwriters in connection with the Offering from the Prospectus then being so used by the Underwriters).
(c) The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein) and signed copies of all consents and certificates of experts, and will also deliver to the Representatives a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters.
(d) The Company will deliver to each Underwriter, without charge, from time to time until the effective date of the Registration Statement, as many copies of each Preliminary Prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act or the respective applicable rules and regulations of the Commission thereunder.
(e) If any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(b), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request.
(f) If, at the time that the Registration Statement or a post-effective amendment thereto becomes effective, any information shall have been omitted therefrom in reliance upon Rule 430A of the 1933 Act Regulations, then immediately following effectiveness, the Company will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) of the 1933 Act Regulations, copies of an amended Prospectus, or, if required by such Rule 430A, a post-effective amendment to the Registration Statement (including an amended Prospectus), containing all information so omitted and will use its best efforts to cause any such post-effective amendment to be declared effective as promptly as practicable.
(g) The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Preferred Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Representatives may designate and to maintain such qualifications in effect for a period of not less than one year from the effective date of the Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Preferred Securities have been so qualified the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement.
(h) The Company will make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering a 12-month period beginning not later than the first day of the Company's fiscal quarter next following the "effective date" (as defined in said Rule 158) of the Registration Statement.
(i) The Company will file with the Commission such reports on From SR as may be required pursuant to Rule 463 of the 1933 Act Regulations.
(j) The Offerors will cooperate with the Underwriters and use their best efforts to permit the Preferred Securities to be listed on eligible for clearance and settlement through the New York Stock Exchangefacilities of DTC.
(k) The Trust will use the net proceeds received by it from the sale of the Preferred Securities, subject to official notice of issuance. If the Trust Preferred Securities are exchanged for Subordinated Debentures, and the Company will use its reasonable best efforts to effect the listing proceeds received by it from the sale of the Subordinated Debentures on any exchange on which Debentures, in the manners specified in the Prospectus under "Use of Proceeds."
(l) Prior to , 1997, neither the Trust nor the Company will, ---------- without the prior written consent of X.X. Xxxxxxxx, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, any securities that are substantially similar to the Preferred Securities, any security convertible into exchangeable or exercisable for Preferred Securities are then listedor any equity security substantially similar to the Preferred Securities (except for the Securities issued pursuant to this Agreement or with the prior written consent of X.X. Xxxxxxxx).
Appears in 1 contract
Samples: Underwriting Agreement (Premier Bancshares Inc /Ga)
Covenants of the Offerors. The Company and the Trust jointly ------------------------- and severally agree to the following with each of the Underwriters:
(a) If the Representatives so request, the Offerors, on or prior to the Closing Date, will deliver to the Representatives conformed copies of the Registration Statement as originally filed, including all exhibits, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such document, in each case as soon as available and in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies for each of the several Underwriters and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, counsel to the Underwriters, with respect to any such documents that are not electronically available through the Commission's XXXXX filing system.
(b) The Company will pay all expenses in connection with (i) the preparation and filing by it of the Registration Statement and the Prospectus, (ii) the preparation, issuance and delivery of the Securities, (iii) any fees and expenses of the Trustees, (iv) the printing and delivery to the Underwriters, in reasonable quantities, of copies of the Registration Statement and the Prospectus (each as originally filed and as subsequently amended), and (v) the fees and expenses incurred in connection with the any listing of the Trust Preferred Securities and, if applicable, the Subordinated Debentures, on the New York Stock Exchange. In addition, the Company will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counsel, Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, in connection with the qualification of the Securities under state securities or blue sky laws or investment laws (if and to the extent such qualification is required by the Underwriters or the Company).
(c) If, during the time when a prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall occur as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company promptly will (i) notify the Underwriters to suspend solicitation of purchases of the Trust Preferred Securities and (ii) at its expense, prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. During the period specified above, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished by the Company to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP.
(d) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.
(e) The Company will make generally available to its security holders, as soon as it is practicable to do so, an earnings statement of the Company (which need not be audited) in reasonable detail, covering a period of at least 12 months beginning within three months after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act.
(f) The Offerors will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate; provided, however, that the Offerors shall not be required in any state to qualify as a foreign corporation or business entity, or to file a general consent to service of process, or to submit to any requirements which either of them deems unduly burdensome.
(g) Fees Xxxx and disbursements of Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, who is acting as counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, the Company shall reimburse the Representatives for the account of the Underwriters for the amount of such fees and disbursements.
(h) During a period of thirty (30) days beginning on the date of this Agreement, the Company and the Trust will not offer, sell, contract to sell or otherwise dispose of any Trust Preferred Securities, any other beneficial interest in the assets of the Trust, any Subordinated Debentures, or any other securities of the Trust or any other similar debt securities of the Company which are substantially similar to the Trust Preferred Securities or the Subordinated Debentures, without the prior written consent of the Representatives.
(i) [The Company will use its best efforts to cause the Trust Preferred Securities to be listed on the New York Stock Exchange, subject to official notice of issuance. If the Trust Preferred Securities are exchanged for Subordinated Debentures, the Company will use its reasonable best efforts to effect the listing of the Subordinated Debentures on any exchange on which the Trust Preferred Securities are then listed.] [Retail transaction only]
Appears in 1 contract
Samples: Underwriting Agreement (Dominion CNG Capital Trust Ii)
Covenants of the Offerors. The Company and Each of the Trust Offerors jointly and severally agree to the following covenant with each of the UnderwritersUnderwriter as follows:
(a) If The Offerors will promptly notify the Representatives so requestRepresentative or its counsel (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission or of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iii) of any suspension of qualification of the Preferred Securities for sale under Blue Sky or state securities laws, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.
(b) Prior to the termination of the offering of the Preferred Securities, the Offerors, on Offerors will not file any amendment to the Registration Statement or amendment or supplement to the Prospectus unless the Representative and counsel to the Underwriters have been furnished with a copy of such amendment or supplement for their review and comment a reasonable time prior to such proposed filing and will not file any such amendment or supplement to which counsel for the Closing DateUnderwriters shall reasonably object on legal grounds in writing after consultation with the Representative. Subject to the foregoing, the Offerors will promptly prepare a supplement to the Prospectus to reflect the terms of the Preferred Securities and the terms of the offering contemplated by this Agreement. The Offerors will file such Prospectus as so supplemented pursuant to Rule 424(b) under the Act within the time periods provided by such Rule and Rule 430A(a)(3) under the Act.
(c) The Offerors will deliver to the Representatives Representative one signed and as many conformed copies of the Registration Statement, in each case as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Representative may reasonably request and will also deliver to the Representative a conformed copy of the Registration Statement as originally filed, including all filed and of each amendment thereto (without exhibits, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such document, in each case as soon as available and in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies ) for each of the several Underwriters and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, counsel to the Underwriters, with respect to any such documents that are not electronically available through the Commission's XXXXX filing system.
(bd) The Company Offerors will pay all expenses in connection with furnish to each Underwriter, without charge, from time to time during the period of time (inot exceeding nine months) after the preparation and filing by it date of the Registration Statement and the Prospectus, (ii) the preparation, issuance and delivery of the Securities, (iii) any fees and expenses of the Trustees, (iv) the printing and delivery to the Underwriters, in reasonable quantities, of copies of the Registration Statement and the Prospectus (each as originally filed and as subsequently amended), and (v) the fees and expenses incurred in connection with the listing of the Trust Preferred Securities and, if applicable, the Subordinated Debentures, on the New York Stock Exchange. In addition, the Company will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counsel, Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, in connection with the qualification of the Securities under state securities or blue sky laws or investment laws (if and to the extent such qualification is required by the Underwriters or the Company).
(c) If, during the time when a prospectus relating to the Securities Prospectus is required to be delivered under the Securities 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder; and in case any Underwriter is required to deliver a prospectus after the expiration of nine months after the date of the Prospectus, to furnish to the Representative, upon request, at the expense of such Underwriter, a reasonable quantity of a supplemental prospectus or of supplements to the Prospectus complying with Section 10(a)(3) of the 1933 Act.
(e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Preferred Securities, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, Prospectus not misleading in the light of the circumstances under which they were made, not misleadingexisting at the time it is to be delivered to a purchaser, or if it is shall be necessary at any time such time, to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the Securities Actrequirements of the 1933 Act or the 1933 Act Regulations, the Company Offerors will promptly will (i) notify the Underwriters to suspend solicitation of purchases of the Trust Preferred Securities and (ii) at its expense, prepare and file with the Commission an subject to paragraph (b) above such amendment or supplement which will as may be necessary to correct such untrue statement or omission or an amendment which will effect such compliance. During the period specified above, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished by the Company to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP.
(d) The Company will advise the Representatives promptly of any proposal to amend or supplement make the Registration Statement or the Prospectus comply with such requirements; and the Offerors will afford furnish to the Representatives Underwriters, without charge, a reasonable opportunity to comment on any number of copies of such proposed amendment or supplement; and the Company will also advise the Representatives promptly , except that in case any Underwriter is required to deliver a prospectus in connection with sales of the filing Preferred Securities after the expiration of nine months after the date of the Prospectus the Offerors shall be required to furnish any such amendment amendments or supplement and supplements to such Underwriter only at the expense of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issuedUnderwriter.
(ef) The Offerors will endeavor, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Representative may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to comply with any other requirements deemed by the Company to be unduly burdensome.
(g) The Trust will make generally available to its security holders, holders as soon as it is practicable to do so, an earnings statement of the Company (which need not be auditedaudited by independent public accountants) in reasonable detail, covering a twelve-month period of at least 12 months beginning within three months after the "effective date date" (as defined in Rule 158 of the 1933 Act Regulations) of the Registration StatementStatement and ending not later than 15 months thereafter, which earnings statement that shall satisfy the requirements provisions of Section 11(a) of the Securities Act.
(f) The Offerors will furnish such proper information as may be lawfully required 1933 Act and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate; provided, however, that the Offerors shall not be required in any state to qualify as a foreign corporation or business entity, or to file a general consent to service of process, or to submit to any requirements which either of them deems unduly burdensome.
(g) Fees and disbursements of Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, who is acting as counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, the Company shall reimburse the Representatives for the account of the Underwriters for the amount of such fees and disbursementssaid Rule 158.
(h) During For a period of thirty (30) days beginning on 18 months after the date of this AgreementClosing Time, the Company will furnish to you and, upon request, to each Underwriter, copies of all annual reports, quarterly reports and current reports filed with the Trust will not offerCommission on Forms 10-K, sell, contract to sell or otherwise dispose of any Trust Preferred Securities, any other beneficial interest in the assets of the Trust, any Subordinated Debentures10-Q and 8-K, or any other securities of the Trust or any such other similar debt securities of forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company which are substantially similar to the Trust Preferred Securities its stockholders or the Subordinated Debentures, without the prior written consent of the Representativessecurity holders generally.
(i) The Company Offerors will use its best efforts to cause effect the Trust listing of the Preferred Securities to be listed (including the Preferred Securities Guarantee with respect thereto) on the New York Stock Exchange, subject to official notice of issuance. If ; if the Trust Preferred Securities are exchanged for Subordinated DebenturesDebt Securities, the Company will use its reasonable best efforts to effect the listing of the Subordinated Debentures Debt Securities on any the exchange on which the Trust Preferred Securities are were then listed.
(j) During a period of 30 days from the date of the Pricing Agreement, neither the Trust nor the Company will, without the Representative's prior written consent, directly or indirectly, sell, offer to sell, contract to sell, grant any option for the sale of, or otherwise dispose of, any Preferred Securities, any security convertible into or exchangeable into or exercisable for Preferred Securities or the Subordinated Debt Securities or any debt securities substantially similar to the Subordinated Debt Securities or equity securities substantially similar to the Preferred Securities (except for the Subordinated Debt Securities and the Preferred Securities issued pursuant to this Agreement).
Appears in 1 contract
Covenants of the Offerors. The Company and the Trust jointly and severally agree to the following with each Each of the UnderwritersOfferors covenants and agrees that:
(a) If it will do all such acts and things as are necessary or desirable, and will reasonably cooperate with BPO, in order to give effect to the Representatives so requestArrangement and, without limiting the Offerorsforegoing, it will apply for and use its reasonable efforts to obtain such consents, orders or approvals as are necessary or desirable for the implementation of the Arrangement and will cooperate with and assist BPO in seeking the Interim Order and the Final Order, including by providing to BPO, on or prior to the Closing Date, will deliver to the Representatives conformed copies of the Registration Statement as originally filed, including all exhibitsa timely basis, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements information reasonably required to each be supplied by such document, Offeror in each case as soon as available and in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies for each of the several Underwriters and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, counsel to the Underwriters, with respect to any such documents that are not electronically available through the Commission's XXXXX filing system.connection therewith;
(b) The Company it will pay do all expenses such acts and things as are necessary or desirable in connection with order to carry out and effect the BOP Split Amalgamation (ias defined under the Plan of Arrangement) at the preparation and filing by it of the Registration Statement and the Prospectus, (ii) the preparation, issuance and delivery of the Securities, (iii) any fees and expenses of the Trustees, (iv) the printing and delivery to the Underwriters, in reasonable quantities, of copies of the Registration Statement and the Prospectus (each as originally filed and as subsequently amended), and (v) the fees and expenses incurred in connection with the listing of the Trust Preferred Securities and, if applicable, the Subordinated Debentures, appropriate time on the New York Stock Exchange. In addition, Effective Date in order to implement the Company will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counsel, Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, in connection with the qualification of the Securities under state securities or blue sky laws or investment laws (if and to the extent such qualification is required by the Underwriters or the Company).Arrangement;
(c) Ifif requested by BPO within five Business Days of the Shareholders’ Meeting, during the time when a prospectus relating it will fund BPO on or immediately prior to the Securities is Effective Date for each outstanding BPO Voting Preferred Share to be redeemed by BPO pursuant to the Plan of Arrangement and/or for each BPO Common Share to be purchased for cancellation by BPO pursuant to the Plan of Arrangement;
(d) in the case of Exchange LP, it will issue BPO such number of Exchange LP Units as are required to be delivered under the Securities Act, any event shall occur as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleadingCanadian Shareholders who have elected, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company promptly will (i) notify the Underwriters to suspend solicitation of purchases of the Trust Preferred Securities and (ii) at its expense, prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. During the period specified above, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished elected, to have their BPO Common Shares purchased for cancellation by the Company BPO in exchange for Exchange LP Units pursuant to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP.
(d) The Company will advise the Representatives promptly Plan of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.Arrangement;
(e) The Company will make generally available to its security holdersin the case of Brookfield Property Partners, as soon as it is practicable to do sowill, an earnings statement of promptly following the Company (which need not be audited) Effective Date, redeem for cash and/or convert into similar interests in reasonable detailBrookfield Property Partners, covering a period of all BPO Options and other share based compensation awards outstanding at least 12 months beginning within three months after BPO, in the effective date of manner described in the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act.Offer Circular;
(f) The Offerors it will furnish such proper information as may be lawfully required and otherwise cooperate vote all BPO Common Shares it holds in qualifying favour of the Securities for offer and sale under Arrangement Resolution, either in person or by proxy, at the securities or blue sky laws of such jurisdictions as the Representatives may designateShareholders’ Meeting; provided, however, that the Offerors shall not be required in any state to qualify as a foreign corporation or business entity, or to file a general consent to service of process, or to submit to any requirements which either of them deems unduly burdensome.and
(g) Fees and disbursements of Xxxxxxxx Xxxxxxx Xxxx & Valentine LLPto the extent within its power, who is acting as counsel for it will forthwith carry out the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, the Company shall reimburse the Representatives for the account terms of the Underwriters for the amount of such fees and disbursements.
(h) During a period of thirty (30) days beginning on the date of this Agreement, the Company Interim Order and the Trust will not offer, sell, contract to sell or otherwise dispose of any Trust Preferred Securities, any other beneficial interest in the assets of the Trust, any Subordinated Debentures, or any other securities of the Trust or any other similar debt securities of the Company which are substantially similar to the Trust Preferred Securities or the Subordinated Debentures, without the prior written consent of the RepresentativesFinal Order.
(i) The Company will use its best efforts to cause the Trust Preferred Securities to be listed on the New York Stock Exchange, subject to official notice of issuance. If the Trust Preferred Securities are exchanged for Subordinated Debentures, the Company will use its reasonable best efforts to effect the listing of the Subordinated Debentures on any exchange on which the Trust Preferred Securities are then listed.
Appears in 1 contract
Samples: Arrangement Agreement (Brookfield Office Properties Inc)
Covenants of the Offerors. The Company and Each of the Trust Offerors jointly and severally agree to the following covenants with each of the UnderwritersUnderwriter as follows:
(a) If the Representatives so request, the The Offerors, on or prior to the Closing Date, will deliver to the Representatives Underwriters conformed copies of the Registration Statement as originally filedfiled and of all amendments thereto, heretofore or hereafter made, including all exhibits, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such document, post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as an exhibit thereto, except exhibits incorporated by reference, unless specifically requested). As soon as available and in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies for each of the several Underwriters and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, counsel to the Underwriters, with respect to any such documents that are not electronically available through the Commission's XXXXX filing system.
(b) The Company will pay all expenses in connection with (i) the preparation and filing by it of the Registration Statement and the Prospectus, (ii) the preparation, issuance and delivery of the Securities, (iii) any fees and expenses of the Trustees, (iv) the printing and delivery to the Underwriters, in reasonable quantities, of copies of the Registration Statement and the Prospectus (each as originally filed and as subsequently amended), and (v) the fees and expenses incurred in connection with the listing of the Trust Preferred Securities and, if applicable, the Subordinated Debentures, on the New York Stock Exchange. In addition, the Company will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counselis advised thereof, Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, in connection with the qualification of the Securities under state securities or blue sky laws or investment laws (if and to the extent such qualification is required by the Underwriters or the Company).
(c) If, during the time when a prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall occur as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company promptly will (i) notify the Underwriters to suspend solicitation of purchases of the Trust Preferred Securities and (ii) at its expense, prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. During the period specified above, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished by the Company to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP.
(d) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly Representative orally of the filing of any such amendment or supplement and of the institution by the Commission issuance of any stop order proceedings in under the 1933 Act with respect of to the Registration Statement Statement, or the institution of any part thereof proceedings therefor, of which the Company shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its liftingsecure the prompt removal thereof, if issued.
(e) . The Company Offerors will make generally available deliver to its security holders, as soon as it is practicable to do so, an earnings statement of the Company (which need not be audited) in reasonable detail, covering a period of at least 12 months beginning within three months after the effective date Underwriters sufficient conformed copies of the Registration Statement, which earnings statement shall satisfy the requirements Preliminary Prospectus and Prospectus and of Section 11(aall amendments thereto (in each case without exhibits) for distribution to each Underwriter and, from time to time, as many copies of the Securities ActPreliminary Prospectus and Prospectus as the Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the 0000 Xxx.
(fb) The Offerors will furnish the Underwriters with copies of each amendment and supplement to the Preliminary Prospectus and Prospectus relating to the offering of the Preferred Securities in such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions quantities as the Representatives Underwriters may designate; provided, however, that the Offerors shall not be required in any state from time to qualify as a foreign corporation or business entity, or to file a general consent to service of process, or to submit to any requirements which either of them deems unduly burdensome.
(g) Fees and disbursements of Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, who is acting as counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, the Company shall reimburse the Representatives for the account of the Underwriters for the amount of such fees and disbursements.
(h) During a period of thirty (30) days beginning on the date of this Agreement, the Company and the Trust will not offer, sell, contract to sell or otherwise dispose of any Trust Preferred Securities, any other beneficial interest in the assets of the Trust, any Subordinated Debentures, or any other securities of the Trust or any other similar debt securities of the Company which are substantially similar to the Trust Preferred Securities or the Subordinated Debentures, without the prior written consent of the Representatives.
(i) The Company will use its best efforts to cause the Trust Preferred Securities to be listed on the New York Stock Exchange, subject to official notice of issuance. If the Trust Preferred Securities are exchanged for Subordinated Debentures, the Company will use its reasonable best efforts to effect the listing of the Subordinated Debentures on any exchange on which the Trust Preferred Securities are then listed.time reasonably
Appears in 1 contract
Samples: Underwriting Agreement (Alabama Power Capital Trust I)
Covenants of the Offerors. The Company and Each of the Trust Offerors jointly and severally agree to the following covenant with each of the UnderwritersUnderwriter as follows:
(a) If The Offerors will promptly notify the Representatives so requestRepresentative or its counsel (i) of the effectiveness of the Registration Statement and any amendment thereto (including any post-effective amendment), (ii) of the receipt of any comments from the Commission or of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iii) of any suspension of qualification of the Preferred Securities for sale under Blue Sky or state securities laws, and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.
(b) Prior to the termination of the offering of the Preferred Securities, the Offerors, on Offerors will not file any amendment to the Registration Statement or amendment or supplement to the Prospectus unless the Representative and counsel to the Underwriters have been furnished with a copy of such amendment or supplement for their review and comment a reasonable time prior to such proposed filing and will not file any such amendment or supplement to which counsel for the Closing DateUnderwriters shall reasonably object on legal grounds in writing after consultation with the Representative. Subject to the foregoing, the Offerors will promptly prepare a supplement to the Prospectus to reflect the terms of the Preferred Securities and the terms of the offering contemplated by this Agreement. The Offerors will file such Prospectus as so supplemented pursuant to Rule 424(b) under the Act within the time periods provided by such Rule and Rule 430A(a)(3) under the Act.
(c) The Offerors will deliver to the Representatives Representative one signed and as many conformed copies of the Registration Statement, in each case as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as the Representative may reasonably request and will also deliver to the Representative a conformed copy of the Registration Statement as originally filed, including all filed and of each amendment thereto (without exhibits, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such document, in each case as soon as available and in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies ) for each of the several Underwriters and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, counsel to the Underwriters, with respect to any such documents that are not electronically available through the Commission's XXXXX filing system.
(bd) The Company Offerors will pay all expenses in connection with furnish to each Underwriter, without charge, from time to time during the period of time (inot exceeding nine months) after the preparation and filing by it date of the Registration Statement and the Prospectus, (ii) the preparation, issuance and delivery of the Securities, (iii) any fees and expenses of the Trustees, (iv) the printing and delivery to the Underwriters, in reasonable quantities, of copies of the Registration Statement and the Prospectus (each as originally filed and as subsequently amended), and (v) the fees and expenses incurred in connection with the listing of the Trust Preferred Securities and, if applicable, the Subordinated Debentures, on the New York Stock Exchange. In addition, the Company will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counsel, Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, in connection with the qualification of the Securities under state securities or blue sky laws or investment laws (if and to the extent such qualification is required by the Underwriters or the Company).
(c) If, during the time when a prospectus relating to the Securities Prospectus is required to be delivered under the Securities 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the respective applicable rules and regulations of the Commission thereunder; and in case any Underwriter is required to deliver a prospectus after the expiration of nine months after the date of the Prospectus, to furnish to the Representative, upon request, at the expense of such Underwriter, a reasonable quantity of a supplemental prospectus or of supplements to the Prospectus complying with Section 10(a)(3) of the 1933 Xxx.
(e) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Preferred Securities, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, Prospectus not misleading in the light of the circumstances under which they were made, not misleadingexisting at the time it is to be delivered to a purchaser, or if it is shall be necessary at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the Securities Actrequirements of the 1933 Act or the 1933 Act Regulations, the Company Offerors will promptly will (i) notify the Underwriters to suspend solicitation of purchases of the Trust Preferred Securities and (ii) at its expense, prepare and file with the Commission an subject to paragraph (b) above such amendment or supplement which will as may be necessary to correct such untrue statement or omission or an amendment which will effect such compliance. During the period specified above, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished by the Company to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP.
(d) The Company will advise the Representatives promptly of any proposal to amend or supplement make the Registration Statement or the Prospectus comply with such requirements; and the Offerors will afford furnish to the Representatives Underwriters, without charge, a reasonable opportunity to comment on any number of copies of such proposed amendment or supplement; and the Company will also advise the Representatives promptly , except that in case any Underwriter is required to deliver a prospectus in connection with sales of the filing Preferred Securities after the expiration of nine months after the date of the Prospectus the Offerors shall be required to furnish any such amendment amendments or supplement and supplements to such Underwriter only at the expense of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issuedUnderwriter.
(ef) The Offerors will endeavor, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Representative may designate; provided, however, that none of the Offerors shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to comply with any other requirements deemed by the Company to be unduly burdensome.
(g) The Trust will make generally available to its security holders, holders as soon as it is practicable to do so, an earnings statement of the Company (which need not be auditedaudited by independent public accountants) in reasonable detail, covering a twelve-month period of at least 12 months beginning within three months after the "effective date date" (as defined in Rule 158 of the 1933 Act Regulations) of the Registration StatementStatement and ending not later than 15 months thereafter, which earnings statement that shall satisfy the requirements provisions of Section 11(a) of the Securities Act.
(f) The Offerors will furnish such proper information as may be lawfully required 1933 Act and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate; provided, however, that the Offerors shall not be required in any state to qualify as a foreign corporation or business entity, or to file a general consent to service of process, or to submit to any requirements which either of them deems unduly burdensome.
(g) Fees and disbursements of Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, who is acting as counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, the Company shall reimburse the Representatives for the account of the Underwriters for the amount of such fees and disbursementssaid Rule 158.
(h) During For a period of thirty (30) days beginning on 18 months after the date of this AgreementClosing Time, the Company will furnish to you and, upon request, to each Underwriter, copies of all annual reports, quarterly reports and current reports filed with the Trust will not offerCommission on Forms 10-K, sell, contract to sell or otherwise dispose of any Trust Preferred Securities, any other beneficial interest in the assets of the Trust, any Subordinated Debentures10-Q and 8-K, or any other securities of the Trust or any such other similar debt securities of forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company which are substantially similar to the Trust Preferred Securities its stockholders or the Subordinated Debentures, without the prior written consent of the Representativessecurity holders generally.
(i) The Company Offerors will use its best efforts to cause effect the Trust listing of the Preferred Securities to be listed (including the Preferred Securities Guarantee with respect thereto) on the New York Stock Exchange, subject to official notice of issuance. If ; if the Trust Preferred Securities are exchanged for Subordinated DebenturesDebt Securities, the Company will use its reasonable best efforts to effect the listing of the Subordinated Debentures Debt Securities on any the exchange on which the Trust Preferred Securities are were then listed.
(j) During a period of 60 days from the date of the Pricing Agreement, neither the Trust nor the Company will, without the Representative's prior written consent, directly or indirectly, sell, offer to sell, contract to sell, grant any option for the sale of, or otherwise dispose of, any Preferred Securities, any security convertible into or exchangeable into or exercisable for Preferred Securities or the Subordinated Debt Securities or any debt securities substantially similar to the Subordinated Debt Securities or equity securities substantially similar to the Preferred Securities (except for the Subordinated Debt Securities and the Preferred Securities issued pursuant to this Agreement).
Appears in 1 contract
Samples: Underwriting Agreement (Consumers Energy Co Financing Iv)
Covenants of the Offerors. The Company and Offerors agree with the Trust jointly and severally agree to the following with each of the Underwritersseveral Underwriters that:
(a) If The Offerors will promptly file the Representatives so request, Prospectus with the Offerors, on or prior Commission pursuant to Rule 424 under the Closing Date, Securities Act.
(b) FPL Group will deliver to the Representatives conformed copies and to Counsel for the Underwriters one signed copy of the Registration Statement or, if a signed copy is not available, one conformed copy of the Registration Statement certified by an officer of FPL Group to be in the form as originally filed, including all Incorporated Documents and exhibits, any related preliminary prospectus supplementexcept those incorporated by reference, which relate to the Offered Securities, including a signed or conformed copy of each consent and certificate included therein or filed as an exhibit thereto. As soon as practicable after the date of this agreement, FPL Group will deliver to the Underwriters through the Representatives as many copies of the Prospectus and all amendments and supplements to each such document, in each case as soon as available and in such quantities as are the Representatives may reasonably requested request for the purposes contemplated by the Representatives. The Representatives will be deemed to have made such a request for copies for each of the several Underwriters and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, counsel to the Underwriters, with respect to any such documents that are not electronically available through the Commission's XXXXX filing systemSecurities Act.
(bc) The Company FPL Group [/1/Capital] will pay or cause to be paid all expenses in connection with the (i) the preparation and filing by it of the Registration Statement and the Prospectus, (ii) the preparation, issuance and delivery of the SecuritiesPreferred Trust Securities as provided in Section [7] hereof and of the other Offered Securities as contemplated hereby, and (iii) any fees and expenses of the Trustees, (iv) the printing and delivery to the Representatives for the account of the Underwriters, in reasonable quantities, of copies of the Registration Statement Statement, the Prospectus, the FPL Group [/1/Capital] Subordinated Indenture, the Trust Agreement and the Prospectus Guarantee Agreement. FPL Group [/1/Capital] will pay or cause to be paid all taxes, if any (each as originally filed and as subsequently amendedbut not including any transfer taxes), and (v) on the issuance of the Offered Securities. The Offerors shall not, however, be required to pay any amount for any expenses of the Representatives or any of the Underwriters, except that if this agreement shall be terminated in accordance with the provisions of Sections [9] or [10] hereof, FPL Group [/1/Capital] will pay or cause to be paid the fees and disbursements of Counsel for the Underwriters, whose fees and disbursements the Underwriters agree to pay in any other event and FPL Group [/1/and/or FPL Group Capital] shall reimburse the Underwriters for out-of-pocket expenses reasonably incurred by them in connection with the listing transactions contemplated by this agreement, not in excess, however, of an aggregate of $5,000. None of the Trust Preferred Securities and, if applicable, the Subordinated Debentures, on the New York Stock Exchange. In addition, the Company will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counsel, Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, Offerors shall in connection with the qualification any event be liable to any of the Securities under state securities or blue sky laws or investment laws (if and to the extent such qualification is required by the several Underwriters or the Company)for damages on account of loss of anticipated profits.
(cd) IfDuring a period of nine months after the date of this agreement, during the time when a prospectus if any event relating to or affecting any of the Securities is required to be delivered under the Securities Act, any event Offerors shall occur as which, in the opinion of FPL Group [/1/or FPL Group Capital], should be set forth in a result supplement to or an amendment of which the Prospectus in order to make the Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser, FPL Group will forthwith at its expense prepare and furnish to the Representatives a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Prospectus which will supplement or amend the Prospectus so that as then supplemented or amended or supplemented would it will not include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading; provided that should such event relate solely to activities of any of the Underwriters, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company promptly will (i) notify then the Underwriters to suspend solicitation shall assume the expense of purchases of the Trust Preferred Securities preparing and (ii) at its expense, prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. During the period specified above, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished by the Company to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP.
(d) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of the filing of any such amendment or supplement and supplement. In case any Underwriter is required to deliver a Prospectus after the expiration of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.
(e) The Company will make generally available to its security holders, as soon as it is practicable to do so, an earnings statement of the Company (which need not be audited) in reasonable detail, covering a period of at least 12 months beginning within three nine months after the effective date of this agreement, FPL Group upon the Registration Statementrequest of the Representatives will furnish to the Representatives, which earnings statement shall satisfy at the requirements expense of such Underwriter, a reasonable quantity of a supplemented or amended Prospectus or supplements or amendments to the Prospectus complying with Section 11(a) 10 of the Securities Act.
(fe) The Offerors will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities Preferred Trust Securities, the Trust Guarantee, and to the extent required or advisable, the other Offered Securities, for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate; provideddesignate and will pay or cause to be paid filing fees and expenses (including fees of counsel not to exceed $5,000 and reasonable disbursements of counsel), however, provided that none of the Offerors shall not be required in any state to qualify as a foreign corporation or business entitydealer in securities, or to file a general consent any consents to service of processprocess under the laws of any jurisdiction, or to submit meet other requirements deemed by any Offeror to any requirements which either of them deems be unduly burdensome.
(f) FPL Group will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders as soon as practicable an earnings statement (which need not be audited, unless required so to be under Section 11(a) of the Securities Act) for the purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act.
(g) Fees and disbursements of Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, who is acting as counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, the Company shall reimburse The Offerors will advise the Representatives for the account promptly of the Underwriters for filing of the amount Prospectus pursuant to Rule 424 and of any amendment or supplement to the Prospectus or Registration Statement or, prior to the termination of the offering of the Offered Securities hereunder, of official notice of the institution of proceedings for, or the entry of, a stop order suspending the effectiveness of the Registration Statement and, if such fees and disbursementsa stop order should be entered, use every commercially reasonable effort to obtain the prompt removal thereof.
(h) During a period If FPL Group [/1/Capital] Subordinated Debentures are distributed to holders of thirty (30) days beginning on the date of this Agreement, the Company and the Preferred Trust will not offer, sell, contract to sell or otherwise dispose of any Trust Preferred Securities, any other beneficial interest in the assets Securities upon liquidation of the Trust, any Subordinated Debentures, FPL Group [/1/Capital] will take such action as is required in order to comply with (or any other be exempt from) all applicable securities or blue sky laws of the Trust or any other similar debt securities various jurisdictions in the United States in connection with such distribution. The provisions of this Section [8](h) shall survive the delivery of the Company which are substantially similar to the Preferred Trust Preferred Securities or the Subordinated Debentures, without the prior written consent of the RepresentativesSecurities.
(i) The Company will use its best efforts to cause the Trust Preferred Securities to be listed on the New York Stock Exchange, subject to official notice of issuance. If the Trust Preferred Securities are exchanged for Subordinated Debentures, the Company will use its reasonable best efforts to effect the listing of the Subordinated Debentures on any exchange on which the Trust Preferred Securities are then listed.
Appears in 1 contract
Covenants of the Offerors. The Company Dominion and the Trust jointly and ------------------------- severally agree to the following with each of the Underwriters:
(a) If the Representatives so request, the Offerors, on or prior to the Closing Date, will deliver to the Representatives conformed copies of the Registration Statement as originally filed, including all exhibits, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such document, in each case as soon as available and in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies for each of the several Underwriters and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLPUnderwriters, ____________________________________, counsel to the Underwriters, with respect to any such documents that are not electronically available through the Commission's XXXXX filing system.
(b) The Company Dominion will pay all expenses in connection with (i) the preparation and filing by it of the Registration Statement and the ProspectusProspectus and of this Agreement, (ii) the preparation, issuance and delivery of the Securities, (iii) any fees and expenses of the Trustees, and (iv) the printing and delivery to the Underwriters, Underwriters in reasonable quantities, quantities of copies of the Registration Statement and the Prospectus (each as originally filed and as subsequently amended), and (v) the fees and expenses incurred in connection with the listing of the Trust Preferred Securities and, if applicable, the Subordinated Debentures, on the New York Stock Exchange. In addition, the Company Dominion will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counsel, Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP____________________________________, in connection with the qualification of the Securities under state securities or blue sky laws or investment laws (if and to the extent such qualification is required by the Underwriters or the CompanyDominion).
(c) If, during the time when a prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall occur as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company Dominion promptly will (i) notify the Underwriters to suspend solicitation of purchases of the Trust Preferred Capital Securities and (ii) at its expense, prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. During the period specified above, the Company Dominion will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company Dominion shall not file such documents or amendments without also furnishing copies thereof to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLPRepresentatives, _____________________________. Any such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished by the Company Dominion to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP____________________________________.
(d) The Company Dominion will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company Dominion will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.
(e) The Company Dominion will make generally available to its security holders, as soon as it is practicable to do so, an earnings statement of the Company Dominion (which need not be audited) in reasonable detail, covering a period of at least 12 months beginning within three months after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act.
(f) The Offerors will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate; provided, however, that the Offerors shall not be required in any state to qualify as a foreign corporation or business entity, or to file a general consent to service of process, or to submit to any requirements which either of them deems unduly burdensome.
(g) Fees and disbursements of Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP____________________________________, who is are acting as counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, the Company Dominion shall reimburse the Representatives for the account of the Underwriters for the amount of such fees and disbursements.
(h) During a period of thirty (30) days beginning on the date of this Agreement, the Company Dominion and the Trust will not offer, sell, contract to sell or otherwise dispose of any Trust Preferred Capital Securities, any other beneficial interest in the assets of the Trust, any Subordinated Debentures, or any other securities of the Trust or any other similar debt securities of the Company Dominion which are substantially similar to the Trust Preferred Capital Securities or the Subordinated Debentures, without the prior written consent of the Representatives, other than the issuance of trust preferred securities by Dominion Resources Capital Trust II and the corresponding issuance of subordinated debentures by Dominion.
(i) The Company will use its best efforts to cause the Trust Preferred Securities to be listed on the New York Stock Exchange, subject to official notice of issuance. If the Trust Preferred Securities are exchanged for Subordinated Debentures, the Company will use its reasonable best efforts to effect the listing of the Subordinated Debentures on any exchange on which the Trust Preferred Securities are then listed.
Appears in 1 contract
Samples: Underwriting Agreement (Dominion Resources Capital Trust Iv)
Covenants of the Offerors. The Company Dominion and the Trust jointly ------------------------- and severally agree to the following with each of the Underwriters:
(a) If the Representatives so request, the Offerors, on or prior to the Closing Date, will deliver to the Representatives conformed copies of the Registration Statement as originally filed, including all exhibits, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such document, in each case as soon as available and in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies for each of the several Underwriters Underwriters, Xxxxx Xxxxxxxxxx LLP and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, counsel to the Underwriters, with respect to any such documents that are not electronically available through the Commission's XXXXX filing system.
(b) The Company Dominion will pay all expenses in connection with (i) the preparation and filing by it of the Registration Statement and the ProspectusProspectus and of this Agreement, (ii) the preparation, issuance and delivery of the Securities, (iii) any fees and expenses of the Trustees, (iv) the printing and delivery to the Underwriters, Underwriters in reasonable quantities, quantities of copies of the Registration Statement and the Prospectus (each as originally filed and as subsequently amended), and (v) the fees and expenses incurred in connection with the listing of the Trust Preferred Securities and, if applicable, the Subordinated Debentures, on the New York Stock Exchange. In addition, the Company Dominion will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counsel, Xxxxx Xxxxxxxxxx LLP and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, in connection with the qualification of the Securities under state securities or blue sky laws or investment laws (if and to the extent such qualification is required by the Underwriters or the CompanyDominion).
(c) If, during the time when a prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall occur as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company Dominion promptly will (i) notify the Underwriters to suspend solicitation of purchases of the Trust Preferred Securities and (ii) at its expense, prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. During the period specified above, the Company Dominion will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company Dominion shall not file such documents or amendments without also furnishing copies thereof to the Representatives Representatives, Xxxxx Xxxxxxxxxx LLP and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished by the Company Dominion to the Representatives and Xxxxx Xxxxxxxxxx LLP and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP.
(d) The Company Dominion will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company Dominion will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.
(e) The Company Dominion will make generally available to its security holders, as soon as it is practicable to do so, an earnings statement of the Company Dominion (which need not be audited) in reasonable detail, covering a period of at least 12 months beginning within three months after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act.
(f) The Offerors will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate; provided, however, that the Offerors shall not be required in any state to qualify as a foreign corporation or business entity, or to file a general consent to service of process, or to submit to any requirements which either of them deems unduly burdensome.
(g) Fees and disbursements of Xxxxx Xxxxxxxxxx LLP and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, who is are acting as counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, the Company Dominion shall reimburse the Representatives for the account of the Underwriters for the amount of such fees and disbursements.
(h) During a period of thirty (30) days beginning on the date of this Agreement, the Company Dominion and the Trust will not offer, sell, contract to sell or otherwise dispose of any Trust Preferred Securities, any other beneficial interest in the assets of the Trust, any Subordinated Debentures, or any other securities of the Trust or any other similar debt securities of the Company Dominion which are substantially similar to the Trust Preferred Securities or the Subordinated Debentures, without the prior written consent of the Representatives, other than the offering and sale of 250,000 8.4% Capital Securities by Dominion Resources Capital Trust III and the corresponding subordinated debentures by Dominion.
(i) The Company Dominion will use its best efforts to cause the Trust Preferred Securities to be listed on the New York Stock Exchange, subject to official notice of issuance. If the Trust Preferred Securities are exchanged for Subordinated Debentures, the Company Dominion will use its reasonable best efforts to effect the listing of the Subordinated Debentures on any exchange on which the Trust Preferred Securities are then listed.
Appears in 1 contract
Samples: Underwriting Agreement (Dominion Resources Inc /Va/)
Covenants of the Offerors. The Company and Each of the Trust Offerors jointly ------------------------- and severally agree to the following covenant with each of the UnderwritersUnderwriter as follows:
(a) If The Offerors will advise the Representatives so requestpromptly and, the Offerors, on or prior to the Closing Date, will deliver to the Representatives conformed copies of the Registration Statement as originally filed, including all exhibits, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such document, in each case as soon as available and in such quantities as are reasonably if requested by the Representatives. The Representatives , will be deemed confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to have made such a request the 1994 Registration Statement, the 1995 Registration Statement, the 1997 Registration Statement or the Prospectus or for copies for each additional information; (ii) of the several Underwriters issuance by the Commission of any stop order suspending the effectiveness of the 1994 Registration Statement, the 1995 Registration Statement, the 1997 Registration Statement or of the suspension of qualification of the Preferred Securities for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP(iii) within the period of time referred to in the first sentence of subsection (d) below, counsel of any change in the Company's condition, financial or otherwise, earnings, business affairs, business prospects, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the 1994 Registration Statement, the 1995 Registration Statement, the 1997 Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Underwriters1994 Registration Statement, the 1995 Registration Statement, the 1997 Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the 1933 Act or the 1933 Act Regulations to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with respect the 1933 Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the 1994 Registration Statement, the 1995 Registration Statement or the 1997 Registration Statement, the Offerors will make every reasonable effort to any obtain the withdrawal of such documents that are not electronically available through order at the Commission's XXXXX filing systemearliest possible time.
(b) The Company will pay all expenses During such period as a prospectus is required by the 1933 Act to be delivered in connection with sales by any Underwriter or dealer, the Offerors will give the Representatives notice of their intention to file or prepare (i) any amendment to the preparation and filing by it of 1994 Registration Statement, the 1995 Registration Statement and or the Prospectus1997 Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the preparation, issuance and delivery Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriters in connection with the offering of the SecuritiesPreferred Securities which differs from the prospectus on file at the Commission at the time the 1997 Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any fees and expenses of document that would as a result thereof be incorporated by reference in the Trustees, (iv) the printing and delivery Prospectus whether pursuant to the Underwriters1933 Act, in reasonable quantitiesthe 1934 Act or otherwise, of will furnish the Representatives with copies of any such amendment, supplement or other document a reasonable amount of time prior to such proposed filing or use, as the Registration Statement and the Prospectus (each as originally filed and as subsequently amended)case may be, and (v) will not file any such amendment, supplement or other document or use any such prospectus to which the fees and expenses incurred in connection with the listing of the Trust Preferred Securities and, if applicable, the Subordinated Debentures, on the New York Stock Exchange. In addition, the Company will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counsel, Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, in connection with the qualification of the Securities under state securities Representatives or blue sky laws or investment laws (if and to the extent such qualification is required by counsel for the Underwriters or the Company)shall reasonably object.
(c) If, during the time when a prospectus relating The Offerors will furnish to the Representatives, without charge (i) signed copies of the 1994 Registration Statement, the 1995 Registration Statement and the 1997 Registration Statement certified by an officer of the Company to be in the form originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the 1994 Registration Statement, the 1995 Registration Statement and the 1997 Registration Statement, (ii) such number of conformed copies of the 1994 Registration Statement, the 1995 Registration Statement and the 1997 Registration Statement as originally filed and of each amendment thereto, but without exhibits, as the Underwriters may reasonably request, (iii) such number of copies of the documents incorporated or deemed to be incorporated by reference therein, without exhibits, as the Underwriters may reasonably request, and (iv) one copy of the exhibits to the documents incorporated or deemed to be incorporated by reference therein.
(d) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as the Prospectus is required by the 1933 Act or the 1933 Act Regulations to be delivered in connection with sales by any Underwriter or dealer, the Offerors will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as the Underwriters may request. The Offerors consent to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the 1933 Act, the 1933 Act Regulations and with the securities or Blue Sky laws of the jurisdictions in which the Preferred Securities are offered by the several Underwriters and by all dealers to whom the Preferred Securities may be sold, both in connection with the offering and sale of the Preferred Securities and for such period of time thereafter as the Prospectus is required by the 1933 Act or the 1933 Act Regulations to be delivered in connection with sales by any Underwriter or dealer. If during such period of time any event shall occur that is required to be delivered under the Securities Act, any event shall occur as a result of which set forth in the Prospectus (as then amended or supplemented would include an untrue statement of a material fact supplemented) or omit to state any material fact necessary 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 at any time to supplement or amend the Prospectus (or to file under the 1934 Act or the 1934 Act Regulations any document which, upon filing, will be incorporated or deemed to be incorporated by reference therein) in order to comply with the Securities 1933 Act, the Company promptly 1933 Act Regulations or any other law, the Offerors will forthwith prepare and, subject to the provisions of paragraph (ib) notify the Underwriters to suspend solicitation of purchases of the Trust Preferred Securities and (ii) at its expenseabove, prepare and file with the Commission an appropriate supplement or amendment or supplement which document which, upon filing, will correct such statement be incorporated or omission deemed to be incorporated by reference therein, and will expeditiously furnish to the Underwriters and dealers a reasonable number of copies thereof. In the event that the Offerors and the Underwriters agree that the Prospectus should be amended or an amendment which will effect such compliance. During the period specified abovesupplemented, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; providedOfferors, that the Company shall not file such documents or amendments without also furnishing copies thereof to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished if requested by the Company Representatives, will promptly issue a press release announcing or disclosing the matters to be covered by the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP.
(d) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.
(e) The Offerors will cooperate with the Underwriters and with counsel for the Underwriters in connection with the registration or qualification of the Preferred Securities and Junior Subordinated Debt Securities for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification, provided that in no event shall the Offerors be obligated to qualify to do -------- business in any jurisdiction where they are not now so qualified or to take any action which would subject them to service of process in suits, other than those arising out of the offering or sale of the Preferred Securities and the Junior Subordinated Debt Securities, in any jurisdiction where they are not now so subject.
(f) The Company will will, on behalf of the Trust, make generally available to its the Trust's security holders, holders as soon as it is practicable but not later than 45 days (unless such period corresponds to do sothe Company's fiscal year, in which case 90 days) after the close of the period covered thereby, an earnings statement of the Company (which need not be audited) in reasonable detail, covering a period of at least 12 months beginning within three months after form complying with the effective date of the Registration Statement, which earnings statement shall satisfy the requirements provisions of Section 11(a) of the Securities Act.
1933 Act and Rule 158 of the 1933 Act Regulations) covering a twelve- month period beginning not later than the first day of the Company's fiscal quarter next following the "effective date" (fas defined in said Rule 158) The Offerors will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying of the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate; provided, however, that the Offerors shall not be required in any state to qualify as a foreign corporation or business entity, or to file a general consent to service of process, or to submit to any requirements which either of them deems unduly burdensome1997 Registration Statement.
(g) Fees and disbursements The Offerors will use their best efforts to have the Preferred Securities listed, subject to notice of Xxxxxxxx Xxxxxxx Xxxx & Valentine LLPissuance, who is acting as counsel on the New York Stock Exchange on or before the Closing Time; if the Preferred Securities are exchanged for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereofJunior Subordinated Debt Securities, the Company shall reimburse will use its best efforts to have the Representatives for Junior Subordinated Debt Securities listed on the account of exchange on which the Underwriters for the amount of such fees and disbursementsPreferred Securities were then listed.
(h) During a period of thirty (30) 90 days beginning on from the date of this the Pricing Agreement, neither the Trust nor the Company and the Trust will not offer, sell, contract to sell or otherwise dispose of any Trust Preferred Securities, any other beneficial interest in the assets of the Trust, any Subordinated Debentures, or any other securities of the Trust or any other similar debt securities of the Company which are substantially similar to the Trust Preferred Securities or the Subordinated Debentureswill, without the prior written consent of Xxxxxxx Xxxxx, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Preferred Securities, any security convertible into or exchangeable into or exercisable for Preferred Securities or any equity securities substantially similar to the RepresentativesPreferred Securities or file any registration statement under the 1933 Act with respect to the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Preferred Securities, whether any swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Preferred Securities or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the Preferred Securities to be sold hereunder.
(i) The Company Offerors will use its best efforts apply the net proceeds from the sale of the Preferred Securities substantially in accordance with the description set forth in the Prospectus under "Use of Proceeds."
(j) Except as stated in the Prospectus, the Offerors will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause the Trust Preferred Securities to be listed on the New York Stock Exchange, subject to official notice of issuance. If the Trust Preferred Securities are exchanged for Subordinated Debentures, the Company will use its reasonable best efforts to effect the listing or result in stabilization or maintenance of the Subordinated Debentures on any exchange on which price of the Trust Preferred Securities are then listedSecurities.
Appears in 1 contract
Covenants of the Offerors. The Company and the Trust jointly and severally agree to the following with each of the Underwriters:
(a) If the Representatives so request, the Offerors, on or prior to the any Closing Date, will deliver to the Representatives conformed copies of the Registration Statement as originally filed, including all exhibits, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such document, in each case as soon as available and in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies for each of the several Underwriters and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, counsel to the Underwriters, with respect to any such documents that are not electronically available through the Commission's ’s XXXXX filing system.
(b) The Company will pay all expenses in connection with (i) the preparation and filing by it of the Registration Statement and the Prospectus, (ii) the preparation, issuance and delivery of the Securities, (iii) any fees and expenses of the Trustees, (iv) the printing and delivery to the Underwriters, in reasonable quantities, of copies of the Registration Statement and the Prospectus (each as originally filed and as subsequently amended), and (v) the fees and expenses incurred in connection with the listing of the Trust Preferred Securities and, if applicable, the Subordinated DebenturesNotes, on the New York Stock Exchange. In addition, the Company will pay the reasonable out of pocket fees and disbursements of Underwriters' ’ outside counsel, Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, in connection with the qualification of the Securities under state securities or blue sky laws or investment laws (if and to the extent such qualification is required by the Underwriters or the Company).
(c) If, during the time when a prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall occur as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company promptly will (i) notify the Underwriters to suspend solicitation of purchases of the Trust Preferred Securities and (ii) at its expense, prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. During the period specified above, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any such documents or amendments which are electronically available through the Commission's ’s XXXXX filing system shall be deemed to have been furnished by the Company to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP.
(d) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.
(e) The Company will make generally available to its security holders, as soon as it is practicable to do so, an earnings statement of the Company (which need not be audited) in reasonable detail, covering a period of at least 12 months beginning within three months after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act.
(f) The Offerors will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate; provided, however, that the Offerors shall not be required in any state to qualify as a foreign corporation or business entity, or to file a general consent to service of process, or to submit to any requirements which either of them deems unduly burdensome.
(g) Fees and disbursements of Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, who is acting as counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, the Company shall reimburse the Representatives for the account of the Underwriters for the amount of such fees and disbursements.
(h) During a period of thirty (30) days beginning on the date of this Agreement, the Company and the Trust will not offer, sell, contract to sell or otherwise dispose of any Trust Preferred Securities, any other beneficial interest in the assets of the Trust, any Subordinated DebenturesNotes, or any other securities of the Trust or any other similar debt securities of the Company which are substantially similar to the Trust Preferred Securities or the Subordinated DebenturesNotes, without the prior written consent of the Representatives.
(i) The Company will use its best efforts to cause the Trust Preferred Securities to be listed on the New York Stock Exchange, subject to official notice of issuance. If the Trust Preferred Securities are exchanged for Subordinated DebenturesNotes, the Company will use its reasonable best efforts to effect the listing of the Subordinated Debentures Notes on any exchange on which the Trust Preferred Securities are then listed.
Appears in 1 contract
Samples: Underwriting Agreement (Virginia Electric & Power Co)
Covenants of the Offerors. The Company Dominion and the Trust jointly ------------------------- and severally agree to the following with each of the Underwriters:
(a) If the Representatives so request, the Offerors, on or prior to the Closing Date, will deliver to the Representatives conformed copies of the Registration Statement as originally filed, including all exhibits, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such document, in each case as soon as available and in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies for each of the several Underwriters Underwriters, Xxxxx Xxxxxxxxxx LLP and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, counsel to the Underwriters, with respect to any such documents that are not electronically available through the Commission's XXXXX filing system.
(b) The Company Dominion will pay all expenses in connection with (i) the preparation and filing by it of the Registration Statement and the ProspectusProspectus and of this Agreement, (ii) the preparation, issuance and delivery of the Securities, (iii) any fees and expenses of the Trustees, and (iv) the printing and delivery to the Underwriters, Underwriters in reasonable quantities, quantities of copies of the Registration Statement and the Prospectus (each as originally filed and as subsequently amended), and (v) the fees and expenses incurred in connection with the listing of the Trust Preferred Securities and, if applicable, the Subordinated Debentures, on the New York Stock Exchange. In addition, the Company Dominion will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counsel, Xxxxx Xxxxxxxxxx LLP and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, in connection with the qualification of the Securities under state securities or blue sky laws or investment laws (if and to the extent such qualification is required by the Underwriters or the CompanyDominion).
(c) If, during the time when a prospectus relating to the Securities is required to be delivered under the Securities Act, any event shall occur as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company Dominion promptly will (i) notify the Underwriters to suspend solicitation of purchases of the Trust Preferred Capital Securities and (ii) at its expense, prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. During the period specified above, the Company Dominion will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company Dominion shall not file such documents or amendments without also furnishing copies thereof to the Representatives Representatives, Xxxxx Xxxxxxxxxx LLP and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished by the Company Dominion to the Representatives and Xxxxx Xxxxxxxxxx LLP and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP.
(d) The Company Dominion will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company Dominion will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.
(e) The Company Dominion will make generally available to its security holders, as soon as it is practicable to do so, an earnings statement of the Company Dominion (which need not be audited) in reasonable detail, covering a period of at least 12 months beginning within three months after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Securities Act.
(f) The Offerors will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate; provided, however, that the Offerors shall not be required in any state to qualify as a foreign corporation or business entity, or to file a general consent to service of process, or to submit to any requirements which either of them deems unduly burdensome.
(g) Fees and disbursements of Xxxxx Xxxxxxxxxx LLP and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, who is are acting as counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, the Company Dominion shall reimburse the Representatives for the account of the Underwriters for the amount of such fees and disbursements.
(h) During a period of thirty (30) days beginning on the date of this Agreement, the Company Dominion and the Trust will not offer, sell, contract to sell or otherwise dispose of any Trust Preferred Capital Securities, any other beneficial interest in the assets of the Trust, any Subordinated Debentures, or any other securities of the Trust or any other similar debt securities of the Company Dominion which are substantially similar to the Trust Preferred Capital Securities or the Subordinated Debentures, without the prior written consent of the Representatives, other than the issuance of trust preferred securities by Dominion Resources Capital Trust II and the corresponding issuance of subordinated debentures by Dominion.
(i) The Company will use its best efforts to cause the Trust Preferred Securities to be listed on the New York Stock Exchange, subject to official notice of issuance. If the Trust Preferred Securities are exchanged for Subordinated Debentures, the Company will use its reasonable best efforts to effect the listing of the Subordinated Debentures on any exchange on which the Trust Preferred Securities are then listed.
Appears in 1 contract
Samples: Underwriting Agreement (Dominion Resources Inc /Va/)
Covenants of the Offerors. The Company and Each of the Trust Offerors jointly and severally agree to the following covenant with each of the UnderwritersUnderwriter as follows:
(a) If The Offerors will advise the Representatives so requestUnderwriters promptly and, the Offerors, on or prior to the Closing Date, will deliver to the Representatives conformed copies of the Registration Statement as originally filed, including all exhibits, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such document, in each case as soon as available and in such quantities as are reasonably if requested by the Representatives. The Representatives Underwriters, will be deemed confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to have made such a request the 1994 Registration Statement, the 1995 Registration Statement or the Prospectus or for copies for each additional information; (ii) of the several Underwriters issuance by the Commission of any stop order suspending the effectiveness of the 1994 Registration Statement, the 1995 Registration Statement or of the suspension of qualification of the Preferred Securities for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP(iii) within the period of time referred to in the first sentence of subsection (d) below, counsel of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the 1994 Registration Statement, the 1995 Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Underwriters1994 Registration Statement, the 1995 Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the 1933 Act or the 1933 Act Regulations to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with respect to the 1933 Act or any such documents that are not electronically available through other law. If at any time the Commission's XXXXX filing system.Commission shall issue any stop order suspending the effectiveness of the 1994 Registration Statement or the 1995
(b) The Company will pay all expenses During such period as a prospectus is required by the 1933 Act to be delivered in connection with sales by any Underwriter or dealer, the Offerors will give the Underwriters notice of their intention to file or prepare (i) any amendment to the preparation and filing by it of the 1994 Registration Statement and or the Prospectus1995 Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the preparation, issuance and delivery Prospectus (including any revised prospectus which the Offerors propose for use by the Underwriters in connection with the offering of the SecuritiesPreferred Securities which differs from the prospectus on file at the Commission at the time the 1995 Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), or (iii) any fees and expenses of document that would as a result thereof be incorporated by reference in the Trustees, (iv) the printing and delivery Prospectus whether pursuant to the Underwriters1933 Act, in reasonable quantitiesthe 1934 Act or otherwise, of will furnish the Underwriters with copies of any such amendment, supplement or other document a reasonable amount of time prior to such proposed filing or use, as the Registration Statement and the Prospectus (each as originally filed and as subsequently amended)case may be, and (v) the fees and expenses incurred in connection with the listing of the Trust Preferred Securities andwill not file any such amendment, if applicable, the Subordinated Debentures, on the New York Stock Exchange. In addition, the Company will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counsel, Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, in connection with the qualification of the Securities under state securities supplement or blue sky laws other document or investment laws (if and use any such prospectus to the extent such qualification is required by which the Underwriters or counsel for the Company)Underwriters shall reasonably object.
(c) IfThe Offerors will furnish to you, during without charge (i) four copies of the time when a prospectus relating 1994 Registration Statement and the 1995 Registration Statement certified by an officer of the Company to be in the form originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the 1994 Registration Statement and the 1995 Registration Statement, (ii) such number of conformed copies of the 1994 Registration Statement and the 1995 Registration Statement as originally filed and of each amendment thereto, but without exhibits, as the Underwriters may reasonably request, (iii) such number of copies of the documents incorporated or deemed to be incorporated by reference therein, without exhibits, as the Underwriters may reasonably request, and (iv) one copy of the exhibits to the documents incorporated or deemed to be incorporated by reference therein.
(d) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as the Prospectus is required by the 1933 Act or the 1933 Act Regulations to be delivered in connection with sales by any Underwriter or dealer, the Offerors will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as the Underwriters may request. The Offerors consent to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the 1933 Act, the 1933 Act Regulations and with the securities or Blue Sky laws of the jurisdictions in which the Preferred Securities are offered by the several Underwriters and by all dealers to whom the Preferred Securities may be sold, both in connection with the offering and sale of the Preferred Securities and for such period of time thereafter as the Prospectus is required by the 1933 Act or the 1933 Act Regulations to be delivered in connection with sales by any Underwriter or dealer. If during such period of time any event shall occur that is required to be delivered under the Securities Act, any event shall occur as a result of which set forth in the Prospectus (as then amended or supplemented would include an untrue statement of a material fact supplemented) or omit to state any material fact necessary 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 at any time to supplement or amend the Prospectus (or to comply file under the 1934 Act or the
(e) The Offerors will cooperate with the Underwriters and with counsel for the Underwriters in connection with the registration or qualification of the Preferred Securities Actand Subordinated Debt Securities for offering and sale by the Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification, provided that in no event shall the Offerors be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to 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 Preferred Securities and the Subordinated Debt Securities, in any jurisdiction where it is not now so subject.
(f) The Company will, on behalf of the Trust, make generally available to the Trust's security holders as soon as practicable but not later than 45 days (unless such period corresponds to the Company's fiscal year, in which case 90 days) after the close of the period covered thereby, an earning statement of the Company (in form complying with the provisions of Section 11(a) of the 1933 Act and Rule 158 of the 1933 Act Regulations) covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the "effective date" (as defined in said Rule 158) of the 1995 Registration Statement.
(g) The Offerors will use their best efforts to have the Preferred Securities listed, subject to notice of issuance, on the New York Stock Exchange on or before the Closing Time; if the Preferred Securities are exchanged for Subordinated Debt Securities, the Company promptly will (i) notify the Underwriters to suspend solicitation of purchases of the Trust Preferred Securities and (ii) at its expense, prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. During the period specified above, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished by the Company to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP.
(d) The Company will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly of the filing of any such amendment or supplement and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent have the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.
(e) The Company will make generally available to its security holders, as soon as it is practicable to do so, an earnings statement of Subordinated Debt Securities listed on the Company (exchange on which need not be audited) in reasonable detail, covering a period of at least 12 months beginning within three months after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Preferred Securities Act.
(f) The Offerors will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate; provided, however, that the Offerors shall not be required in any state to qualify as a foreign corporation or business entity, or to file a general consent to service of process, or to submit to any requirements which either of them deems unduly burdensome.
(g) Fees and disbursements of Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, who is acting as counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, the Company shall reimburse the Representatives for the account of the Underwriters for the amount of such fees and disbursementswere then listed.
(h) During a period of thirty (30) 90 days beginning on from the date of this the Pricing Agreement, neither the Trust nor the Company and will, without the Trust will not offerUnderwriters' prior written consent, directly or indirectly, sell, contract offer to sell sell, grant any option for the sale of, or otherwise dispose of of, any Trust Preferred Securities, any other beneficial interest in the assets of the Trust, any Subordinated Debentures, security convertible into exchangeable into or exercisable for Preferred Securities or any other equity securities of the Trust or any other similar debt securities of the Company which are substantially similar to the Trust Preferred Securities or the Subordinated Debentures, without the prior written consent of the Representatives(except for Preferred Securities issued pursuant to this Agreement).
(i) The Company Offerors will apply the net proceeds from the sale of the Preferred Securities substantially in accordance with the description set forth in the Prospectus under "Use of Proceeds."
(j) Except as stated in the Prospectus, the Offerors will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or maintenance of the price of the Preferred Securities.
(k) The Offerors will use its their best efforts to cause have their registration statement on Form 8-A declared effective under the Trust Preferred Securities to be listed on the New York Stock Exchange, subject to official notice of issuance. If the Trust Preferred Securities are exchanged for Subordinated Debentures, the Company will use its reasonable best efforts to effect the listing 1934 Act within 31 days of the Subordinated Debentures on any exchange on which effectiveness of the Trust Preferred Securities are then listed1995 Registration Statement.
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Covenants of the Offerors. The Company and the Trust jointly and severally Offerors agree to the following with each of the UnderwritersUnderwriter as follows:
(a) If Promptly following the execution of this Agreement, the Offerors will cause the Prospectus to be filed with the Commission pursuant to Rule 424 of the 1933 Act Regulations and the Offerors will promptly advise the Underwriters when such filing has been made. The Offerors will comply with the requirements of Rule 430A and/or Rule 434, if and as applicable, and will notify the Representatives so requestimmediately, and confirm the Offerorsnotice in writing, on or prior to the Closing Date, will deliver to the Representatives conformed copies of the Registration Statement as originally filed, including all exhibits, any related preliminary prospectus supplement, the Prospectus and all amendments and supplements to each such document, in each case as soon as available and in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies for each of the several Underwriters and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, counsel to the Underwriters, with respect to any such documents that are not electronically available through the Commission's XXXXX filing system.
(b) The Company will pay all expenses in connection with (i) the preparation and filing by it effectiveness of the Registration Statement and the Prospectusany amendment thereto (including any post-effective amendment or filing under Rule 462(b)), (ii) the preparation, issuance and delivery receipt of any comments from the SecuritiesCommission, (iii) any fees and expenses of request by the TrusteesCommission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) the printing and delivery to issuance by the Underwriters, in reasonable quantities, Commission of copies any stop order suspending the effectiveness of the Registration Statement and or the Prospectus (each as originally filed and as subsequently amended), initiation of any proceedings for that purpose and (v) the fees and expenses incurred in connection with issuance by any state securities commission or other regulatory authority of any order suspending the listing of qualification or the Trust Preferred Securities and, if applicable, the Subordinated Debentures, on the New York Stock Exchange. In addition, the Company will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counsel, Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, in connection with the exemption from qualification of the Securities under state securities or blue sky laws or investment laws the initiation or threatening of any proceeding for such purpose. The Offerors will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.
(if and b) The Offerors will give the Representatives notice of their intention to file or prepare
(i) any amendment to the extent such qualification is required Registration Statement (including any post-effective amendment and any filing under Rule 462(b)), (ii) any Term Sheet or any amendment or supplement to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, or (iii) any document that would as a result thereof be incorporated by reference in the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish the Underwriters with copies of any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document within a reasonable amount of time prior to such proposed filing or use, as the Company)case may be, and will not file any such Rule 462(b) Registration Statement, Term Sheet, amendment, supplement or other document or use any such prospectus to which the Representatives or counsel for the Underwriters shall reasonably object.
(c) IfThe Offerors will deliver to the Representatives and counsel for the Underwriters, without charge, as many conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference therein), executed signature pages thereof and signed copies of all consents and certificates of experts as the Representatives may reasonably request. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical in all material respects to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.
(d) The Offerors will deliver to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter may reasonably request, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the time period when a prospectus relating to the Securities Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. If applicable, the Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical in all material respects to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.
(e) The Offerors will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities Actas contemplated in this Agreement and in the Registration Statement and the Prospectus. If, at any time when the Prospectus is required by the 1933 Act to be delivered in connection with offers or sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Offerors, to amend the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus as then amended or supplemented would in order that the Prospectus will not include an any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, therein in the light of the circumstances under which they were made, made not misleading, misleading or if it is necessary at any time shall be necessary, in the opinion of either such counsel, to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the Securities Actrequirements of the 1933 Act or the 1933 Act Regulations, the Company Offerors will, subject to paragraph (b) above, promptly will (i) notify the Underwriters to suspend solicitation of purchases of the Trust Preferred Securities and (ii) at its expense, prepare and file with the Commission an such amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. During the period specified above, the Company will continue to prepare and file with the Commission on a timely basis all documents or amendments required under the Securities Exchange Act compliance and the applicable rules and regulations of the Commission thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof Offerors will furnish to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any Underwriters, without charge, such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished by the Company to the Representatives and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP.
(d) The Company will advise the Representatives promptly number of any proposal to amend or supplement the Registration Statement or the Prospectus and will afford the Representatives a reasonable opportunity to comment on any such proposed amendment or supplement; and the Company will also advise the Representatives promptly copies of the filing of any such amendment or supplement and of as the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issuedUnderwriters may reasonably request.
(ef) The Company will will, on behalf of the Trust, timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its security holders, securityholders as soon as it is practicable to do so, an earnings statement of for the Company (which need not be audited) in reasonable detailpurposes of, covering a period of at least 12 months beginning within three months after and to provide the effective date of benefits contemplated by, the Registration Statement, which earnings statement shall satisfy the requirements last paragraph of Section 11(a) of the Securities Act.
(f) The Offerors will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate; provided, however, that the Offerors shall not be required in any state to qualify as a foreign corporation or business entity, or to file a general consent to service of process, or to submit to any requirements which either of them deems unduly burdensome0000 Xxx.
(g) Fees and disbursements of Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP, who is acting as counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in Section 5(b)), shall be paid by the Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, the Company shall reimburse the Representatives for the account of the Underwriters for the amount of such fees and disbursements.
(h) During a period of thirty (30) days beginning on the date of this Agreement, the Company and the Trust will not offer, sell, contract to sell or otherwise dispose of any Trust Preferred Securities, any other beneficial interest in the assets of the Trust, any Subordinated Debentures, or any other securities of the Trust or any other similar debt securities of the Company which are substantially similar to the Trust Preferred Securities or the Subordinated Debentures, without the prior written consent of the Representatives.
(i) The Company Offerors will use its their best efforts to cause effect the Trust listing of the Preferred Securities to be listed (including the Preferred Securities Guarantee) on the New York Stock Exchange, subject Exchange and to official notice of issuancecause the Securities to be registered under the 1934 Act. If the Trust Preferred Securities are exchanged for Subordinated DebenturesDebt Securities, the Company will use its reasonable best efforts to effect the listing of the Subordinated Debentures Debt Securities on any the exchange on which the Trust Preferred Securities were then listed and to cause the Subordinated Debt Securities to be registered under the 0000 Xxx.
(h) Until July __, 1997, neither the Trust nor the Company will, without the prior written consent of Xxxxxxx Xxxxx, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, or enter into any agreement to sell, any Preferred Securities, any security convertible into or exchangeable or exercisable for Preferred Securities or the Subordinated Debt Securities or any subordinated debt securities substantially similar to the Subordinated Debt Securities or equity securities substantially similar to the Preferred Securities.
(i) The Offerors will use the net proceeds received by them from the sale of the Securities in the manner specified in the Prospectus under "Use of Proceeds."
(j) If the Offerors elect to rely upon Rule 462(b), the Offerors shall both file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the 1933 Act Regulations by the earlier of (i) 10:00 p.m. New York City time on the date hereof and (ii) the time confirmations are then listedsent or given, as specified by Rule 462(b)(2).
(k) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.
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