Covenants of the Offerors. The Offerors covenant with each Underwriter as follows: (a) The Company will use its best efforts to cause the 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 Representative) and will prepare the Prospectus in a form reasonably approved by the Representative 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 Representative after reasonable notice thereof. The Company will notify the Representative 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, (iii) of the receipt by the Company of any comments from the Commission or any state securities commission with respect to the transactions contemplated by this Agreement, (iv) of any request by 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 Commissioner or any state securities commission or court of competent jurisdiction of any order suspending either the Offering or the use of either the Preliminary Prospectus or the Prospectus or of 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 Capital 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 Representative 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, by amending or supplementing the Prospectus then being used by the Underwriters). (c) The Company has furnished or will deliver to the Representative 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) and signed copies of all consents and certificates of experts, and will also deliver to the Representative 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 Capital Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Representative 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 Capital 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 Offerors will cooperate with the Underwriters and use their best efforts to permit the Capital Securities to be eligible for clearance and settlement through the facilities of DTC. (j) The Trust will use the net proceeds received by it from the sale of the Capital Securities, and the Company will use the proceeds received by it from the sale of the Subordinated Debentures, in the manners specified in the Prospectus under "Use of Proceeds." (k) Prior to _____________, 1998, neither the Trust nor the Company will, without the prior written consent of Wheat First, 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 Capital Securities, any security convertible into exchangeable or exercisable for Capital Securities or any equity security substantially similar to the Capital Securities (except for the Securities issued pursuant to this Agreement or with the prior written consent of Wheat First).
Appears in 1 contract
Samples: Underwriting Agreement (City Holding Capital Trust Ii)
Covenants of the Offerors. The Offerors covenant with each ------------------------- Underwriter as follows:
(a) The Company will use its best efforts to cause the 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 RepresentativeRepresentatives) and will prepare the Prospectus in a form reasonably approved by the Representative 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 Representative Representatives after reasonable notice thereof. The Company will notify the Representative 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 either any of the Offering or the use of either the Preliminary Prospectus or the Prospectus or of 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 Capital 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 Representative 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 amending or supplementing 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 Representative 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 therewiththerewith or incorporated by reference therein) and signed copies of all consents and certificates of experts, and will also deliver to the Representative 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 Capital Preferred Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Representative 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 Capital 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 Capital Preferred Securities to be eligible for clearance and settlement through the facilities of DTC.
(jk) The Trust will use the net proceeds received by it from the sale of the Capital Preferred Securities, and the Company will use the proceeds received by it from the sale of the Subordinated Debentures, in the manners specified in the Prospectus under "Use of Proceeds."
(kl) Prior to _____________, 19981997, neither the Trust nor the Company will, ---------- without the prior written consent of Wheat FirstX.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 Capital Preferred Securities, any security convertible into exchangeable or exercisable for Capital Preferred Securities or any equity security substantially similar to the Capital Preferred Securities (except for the Securities issued pursuant to this Agreement or with the prior written consent of Wheat FirstX.X. Xxxxxxxx).
Appears in 1 contract
Samples: Underwriting Agreement (Premier Bancshares Inc /Ga)
Covenants of the Offerors. The Each of the Offerors jointly ------------------------- and severally covenant with each Underwriter as follows:
(a) The Company Offerors will use its best efforts to cause advise the Registration Statement and any post-effective amendments to the Registration Statement to be declared effective Representatives promptly and, if requested by the Commission (as and when specified Representatives, will confirm such advice in the reasonable request of the Representative) and will prepare the Prospectus in a form reasonably approved by the Representative 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 Representative after reasonable notice thereof. The Company will notify the Representative immediately and confirm the notice in writing 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, (iii) of the receipt by the Company of any comments from the Commission or any state securities commission with respect to the transactions contemplated by this Agreement, (iv) of any request by the Commission for amendment of or any state securities commission for any amendment or a supplement to the 1994 Registration Statement, the 1995 Registration Statement, the 1997 Registration Statement or the Prospectus, Prospectus or for additional information, ; (v) of the issuance by the Commissioner or any state securities commission or court of competent jurisdiction of any order suspending either the Offering or the use of either the Preliminary Prospectus or the Prospectus or of the threat of any such action by any such entity, (viii) of the 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 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 Capital Preferred Securities for offering or sale in any jurisdiction, jurisdiction or the initiation or threatening of any proceeding for such purpose. In ; and (iii) within the event period of time referred to in the first sentence of subsection (d) below, 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 issuance 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 1994 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 the 1933 Act or any other law. If at any time the Commission shall issue any stop order or of any order preventing or suspending the use effectiveness of any Preliminary Prospectus or Prospectus or suspending any such registration, qualification or exemptionthe 1994 Registration Statement, the Company promptly 1995 Registration Statement or the 1997 Registration Statement, the Offerors will use its best efforts make every reasonable effort to obtain its withdrawalthe withdrawal of such order at the earliest possible time.
(b) The Company 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 Representative Representatives notice of its their intention to file or prepare (i) any amendment or supplement to the 1994 Registration Statement, the 1995 Registration Statement or the 1997 Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (whetherincluding any revised prospectus which the Offerors propose for use by the Underwriters in connection with the offering of the Preferred 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 document that would as a result thereof be incorporated by reference in the case of the Registration Statement and the Prospectus, by the filing of documents Prospectus whether pursuant to the 1934 1933 Act, the 1933 1934 Act or otherwise andotherwise, in 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 case of may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Prospectus, by amending Representatives or supplementing counsel for the Prospectus then being used by the Underwriters)Underwriters shall reasonably object.
(c) The Company has furnished or Offerors will deliver furnish to the Representative and counsel for the UnderwritersRepresentatives, without charge, 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 (including exhibits filed therewith) and signed copies of all consents and certificates of expertsthereto, and will also deliver to the Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (but 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 the Underwriters 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, (iii) such number of copies of the Prospectus (documents incorporated or deemed to be incorporated by reference therein, without exhibits, as amended or supplemented) as such Underwriter the Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act or the respective applicable rules request, and regulations (iv) one copy of the Commission thereunderexhibits to the documents incorporated or deemed to be incorporated by reference therein.
(ed) If any event shall occur or condition shall exist As soon after the execution and delivery of this Agreement as a result of which it is necessary, in the opinion of counsel possible and thereafter from time to time for the Underwriters or for the Company, to amend the Registration Statement or such period as 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 required by the 1933 Act or the 1933 Act RegulationsRegulations to be delivered in connection with sales by any Underwriter or dealer, the Company Offerors will promptly 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 set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus (or to file under the 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 1933 Act, the 1933 Act Regulations or any other law, the Offerors will forthwith prepare and and, subject to the provisions of paragraph (b) above, file with the Commission, subject to Section 3(b), such Commission an appropriate supplement or amendment or supplement as may document which, upon filing, will be necessary incorporated or deemed to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirementsbe incorporated by reference therein, and the Company will expeditiously furnish to the Underwriters such 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 supplemented, the Offerors, if requested by the Representatives, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement.
(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 amendment or supplement jurisdictions as the Underwriters may reasonably requestdesignate 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) IfThe Company will, 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 on behalf of the 1933 Act RegulationsTrust, 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 Capital Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Representative 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 Capital 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 the Trust's security holders as soon as practicable, practicable but not later than 45 days (unless such period corresponds to the Company's fiscal year, in which case 90 days days) after the close of the period covered thereby, an earnings 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 12-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 1997 Registration Statement.
(ig) The Offerors will cooperate with the Underwriters and use their best efforts to permit have the Capital Preferred Securities listed, subject to be eligible notice of issuance, on the New York Stock Exchange on or before the Closing Time; if the Preferred Securities are exchanged for clearance and settlement through the facilities of DTC.
(j) The Trust will use the net proceeds received by it from the sale of the Capital Junior Subordinated Debt Securities, and the Company will use its best efforts to have the proceeds received by it Junior Subordinated Debt Securities listed on the exchange on which the Preferred Securities were then listed.
(h) During a period of 90 days from the sale date of the Subordinated Debentures, in the manners specified in the Prospectus under "Use of Proceeds."
(k) Prior to _____________, 1998Pricing Agreement, neither the Trust nor the Company will, without the prior written consent of Wheat FirstXxxxxxx Xxxxx, (i) directly or indirectly, issueoffer, pledge, sell, offer contract to sell, sell any option or agree contract to purchase, purchase any option or contract to sell, grant any option for the sale ofoption, right or warrant to purchase or otherwise transfer or dispose of, of any securities that are substantially similar to the Capital Preferred Securities, any security convertible into or exchangeable into or exercisable for Capital Preferred Securities or any equity security securities substantially similar to the Capital Preferred Securities or file any registration statement under the 1933 Act with respect to the foregoing or (except for 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 issued pursuant or such other securities, in cash or otherwise. The foregoing sentence shall not apply to this Agreement or the Preferred Securities to be sold hereunder.
(i) The Offerors will apply the net proceeds from the sale of the Preferred Securities substantially in accordance with the prior written consent description set forth in the Prospectus under "Use of Wheat First)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.
Appears in 1 contract
Covenants of the Offerors. The Offerors covenant Company and the Trust jointly ------------------------- and severally agree to the following with each Underwriter as followsof 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 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 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 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 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 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) Xxxx and disbursements of Xxxxxxxx Xxxxxxx 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 Registration Statement and any post-effective amendments to the Registration Statement Trust Preferred Securities to be declared effective by the Commission (as and when specified in the reasonable request of the Representative) and will prepare the Prospectus in a form reasonably approved by the Representative and file such Prospectus pursuant to Rule 424(b) under the 1933 Act not later than the Commission's close of business listed on the second business day following the execution and delivery of this Agreement orNew York Stock Exchange, 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 subject to the Registration Statement or the Prospectus prior to any First Closing Date which shall be reasonably disapproved by the Representative after reasonable notice thereof. The Company will notify the Representative 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, (iii) of the receipt by the Company of any comments from the Commission or any state securities commission with respect to the transactions contemplated by this Agreement, (iv) of any request by 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 Commissioner or any state securities commission or court of competent jurisdiction of any order suspending either the Offering or the use of either the Preliminary Prospectus or the Prospectus or of 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 Capital 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 Representative official notice of its intention to file or prepare any amendment or supplement to issuance. If 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, by amending or supplementing the Prospectus then being used by the Underwriters).
(c) The Company has furnished or will deliver to the Representative and counsel Trust Preferred Securities are exchanged for the Underwriters, without charge, signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and will also deliver to the Representative 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 RegulationsSubordinated Debentures, 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 reasonable 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 effect the Underwriters, to qualify the Capital Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Representative 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 Capital 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 Offerors will cooperate with the Underwriters and use their best efforts to permit the Capital Securities to be eligible for clearance and settlement through the facilities of DTC.
(j) The Trust will use the net proceeds received by it from the sale of the Capital Securities, and the Company will use the proceeds received by it from the sale listing of the Subordinated Debentures, in the manners specified in the Prospectus under "Use of Proceeds."
(k) Prior to _____________, 1998, neither Debentures on any exchange on which the Trust nor the Company will, without the prior written consent of Wheat First, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, any securities that Preferred Securities are substantially similar to the Capital Securities, any security convertible into exchangeable or exercisable for Capital Securities or any equity security substantially similar to the Capital Securities (except for the Securities issued pursuant to this Agreement or with the prior written consent of Wheat First)then listed.] [Retail transaction only]
Appears in 1 contract
Samples: Underwriting Agreement (Dominion CNG Capital Trust Ii)
Covenants of the Offerors. The Offerors covenant with each ------------------------- Underwriter as follows:
(a) The Company will use its best efforts to cause the 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 RepresentativeRepresentatives) and will prepare the Prospectus in a form reasonably approved by the Representative 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 Representative Representatives after reasonable notice thereof. The Company will notify the Representative 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, (iii) of the receipt by the Company of any comments from the Commission or any state securities commission with respect to the transactions contemplated by this Agreement, (iv) of any request by 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 Commissioner or any state securities commission or court of competent jurisdiction of any order suspending either the Offering or the use of either the Preliminary Prospectus or the Prospectus or of 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 Capital 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 Representative 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, by amending or supplementing the Prospectus then being used by the Underwriters).
(c) The Company has furnished or will deliver to the Representative 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) and signed copies of all consents and certificates of experts, and will also deliver to the Representative 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 Capital Preferred Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Representative 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 Capital 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 Offerors will cooperate with the Underwriters and use their best efforts to permit the Capital Preferred Securities to be eligible for clearance and settlement through the facilities of DTC.
(j) The Trust will use the net proceeds received by it from the sale of the Capital Preferred Securities, and the Company will use the proceeds received by it from the sale of the Subordinated Debentures, in the manners specified in the Prospectus under "Use of Proceeds."
(k) Prior to _____________, 1998, neither the Trust nor the Company will, without the prior written consent of Wheat FirstX.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 Capital Preferred Securities, any security convertible into exchangeable or exercisable for Capital Preferred Securities or any equity security substantially similar to the Capital Preferred Securities (except for the Securities issued pursuant to this Agreement or with the prior written consent of Wheat FirstX.X. Xxxxxxxx).
Appears in 1 contract
Covenants of the Offerors. The Offerors covenant Dominion and the Trust jointly and ------------------------- severally agree to the following with each Underwriter as followsof the Underwriters:
(a) The Company will use its best efforts to cause If the Registration Statement and any post-effective amendments Representatives so request, the Offerors, on or prior to the Registration Statement to be declared effective by the Commission (as and when specified in the reasonable request of the Representative) and will prepare the Prospectus in a form reasonably approved by the Representative 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 orClosing Date, 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 Representative after reasonable notice thereof. The Company will notify the Representative 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, (iii) of the receipt by the Company of any comments from the Commission or any state securities commission with respect to the transactions contemplated by this Agreement, (iv) of any request by 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 Commissioner or any state securities commission or court of competent jurisdiction of any order suspending either the Offering or the use of either the Preliminary Prospectus or the Prospectus or of 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 Capital 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 Representative 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, by amending or supplementing the Prospectus then being used by the Underwriters).
(c) The Company has furnished or will deliver to the Representative and counsel for the Underwriters, without charge, signed Representatives conformed copies of the Registration Statement as originally filed filed, including all exhibits, any related preliminary prospectus supplement, the Prospectus and of all amendments and supplements to each amendment thereto (including exhibits filed therewith) such document, in each case as soon as available and signed in such quantities as are reasonably requested by the Representatives. The Representatives will be deemed to have made such a request for copies of all consents and certificates of experts, and will also deliver to the Representative 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 several Underwriters, to qualify the Capital Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Representative 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 Capital 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 Offerors will cooperate with the Underwriters and use their best efforts to permit the Capital Securities to be eligible for clearance and settlement through the facilities of DTC.
(j) The Trust will use the net proceeds received by it from the sale of the Capital Securities, and the Company will use the proceeds received by it from the sale of the Subordinated Debentures, in the manners specified in the Prospectus under "Use of Proceeds."
(k) Prior to ____________________________________, 1998counsel to the Underwriters, neither with respect to any such documents that are not electronically available through the Commission's XXXXX filing system.
(b) Dominion will pay all expenses in connection with (i) the preparation and filing by it of the Registration Statement and the Prospectus 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 in reasonable quantities of copies of the Registration Statement and the Prospectus (each as originally filed and as subsequently amended). In addition, Dominion will pay the reasonable out of pocket fees and disbursements of Underwriters' outside counsel, ____________________________________, 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 Dominion).
(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, Dominion promptly will (i) notify the Underwriters to suspend solicitation of purchases of the 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, 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 Dominion shall not file such documents or amendments without also furnishing copies thereof to the Representatives, _____________________________. Any such documents or amendments which are electronically available through the Commission's XXXXX filing system shall be deemed to have been furnished by Dominion to the Representatives and ____________________________________.
(d) 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 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) Dominion will make generally available to its security holders, as soon as it is practicable to do so, an earnings statement of 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 ____________________________________, who 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, 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, Dominion and the Trust nor will not offer, sell, contract to sell or otherwise dispose of any Capital Securities, any other beneficial interest in the Company willassets of the Trust, any Subordinated Debentures, or any other securities of the Trust or any other similar debt securities of Dominion which are substantially similar to the Capital Securities or the Subordinated Debentures, without the prior written consent of Wheat Firstthe Representatives, directly or indirectly, issue, sell, offer or agree to sell, grant any option for other than the sale of, or otherwise dispose of, any issuance of trust preferred securities that are substantially similar to by Dominion Resources Capital Trust II and the Capital Securities, any security convertible into exchangeable or exercisable for Capital Securities or any equity security substantially similar to the Capital Securities (except for the Securities issued pursuant to this Agreement or with the prior written consent corresponding issuance of Wheat First)subordinated debentures by Dominion.
Appears in 1 contract
Samples: Underwriting Agreement (Dominion Resources Capital Trust Iv)
Covenants of the Offerors. The Offerors covenant with each Underwriter as follows:
(a) The Company will use its best efforts to cause the 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 Representative) and will prepare the Prospectus in a form reasonably approved by the -12- Representative 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 Representative after reasonable notice thereof. The Company will notify the Representative 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, (iii) of the receipt by the Company of any comments from the Commission or any state securities commission with respect to the transactions contemplated by this Agreement, (iv) of any request by 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 Commissioner or any state securities commission or court of competent jurisdiction of any order suspending either the Offering or the use of either the Preliminary Prospectus or the Prospectus or of 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 Capital 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 Representative 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, by amending or supplementing the Prospectus then being used by the Underwriters).
(c) The Company has furnished or will deliver to the Representative 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) and signed copies of all consents and certificates of experts, and will also deliver to the Representative 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 Capital Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Representative 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 Capital 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 Offerors will cooperate with the Underwriters and use their best efforts to permit the Capital Securities to be eligible for clearance and settlement through the facilities of DTC.
(j) The Trust will use the net proceeds received by it from the sale of the Capital Securities, and the Company will use the proceeds received by it from the sale of the Subordinated Debentures, in the manners specified in the Prospectus under "Use of Proceeds."
(k) Prior to _____________, 19981999, neither the Trust nor the Company will, without the prior written consent of Wheat First, 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 Capital Securities, any security convertible into exchangeable or exercisable for Capital Securities or any equity security substantially similar to the Capital Securities (except for the Securities issued pursuant to this Agreement or with the prior written consent of Wheat First).
Appears in 1 contract
Covenants of the Offerors. The Offerors covenant Dominion and the Trust jointly ------------------------- and severally agree to the following with each Underwriter as followsof 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 Company Representatives will use its best efforts be deemed to cause have made such a request for copies for each of the several 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) Dominion will pay all expenses in connection with (i) the preparation and filing by it of the Registration Statement and the Prospectus and of this Agreement, (ii) the preparation, issuance and delivery of the Securities, (iii) any post-effective amendments fees and expenses of the Trustees, and (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). In addition, 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 Dominion).
(c) If, during the time when a prospectus relating to the Securities is required to be declared effective by 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, Dominion promptly will (i) notify the Underwriters to suspend solicitation of purchases of the Capital Securities and (ii) at its expense, prepare and file with the Commission (as an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. During the period specified above, Dominion will continue to prepare and when specified in file with the reasonable request Commission on a timely basis all documents or amendments required under the Securities Exchange Act and the applicable rules and regulations of the Representative) and will prepare the Prospectus in a form reasonably approved by the Representative and Commission thereunder; provided, that Dominion shall not file such Prospectus pursuant documents or amendments without also furnishing copies thereof to Rule 424(b) under the 1933 Act not later than Representatives, Xxxxx Xxxxxxxxxx LLP and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP. Any such documents or amendments which are electronically available through the Commission's close XXXXX filing system shall be deemed to have been furnished by Dominion to the Representatives and Xxxxx Xxxxxxxxxx LLP and Xxxxxxxx Xxxxxxx Xxxx & Valentine LLP.
(d) Dominion will advise the Representatives promptly 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 any proposal to amend or any supplement to the Registration Statement or the Prospectus prior and will afford the Representatives a reasonable opportunity to comment on any First Closing Date which shall be reasonably disapproved by such proposed amendment or supplement; and Dominion will also advise the Representative after reasonable notice thereof. The Company will notify the Representative 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) Representatives promptly of the transmittal to the Commission for filing of any such amendment or supplement to the Prospectus, (iii) and of the receipt by the Company of any comments from the Commission or any state securities commission with respect to the transactions contemplated by this Agreement, (iv) of any request by 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 Commissioner or any state securities commission or court of competent jurisdiction of any order suspending either the Offering or the use of either the Preliminary Prospectus or the Prospectus or of the threat of any such action by any such entity, (vi) of the issuance institution by the Commission of any stop order suspending the effectiveness proceedings in respect 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 Capital 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 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 withdrawallifting, if issued.
(be) The Company Dominion will give the Representative notice make generally available to its security holders, as soon as it is practicable to do so, an earnings statement of its intention to file or prepare any amendment or supplement to the Registration Statement or any amendment or supplement to the Prospectus Dominion (whetherwhich need not be audited) in reasonable detail, in the case covering a period 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, by amending or supplementing the Prospectus then being used by the Underwriters).
(c) The Company has furnished or will deliver to the Representative 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) and signed copies of all consents and certificates of experts, and will also deliver to the Representative 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 at least 12 months beginning within three months after 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 which earnings statement 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 satisfy the requirements of Section 11(a) 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 requestSecurities Act.
(f) If, at The Offerors will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying 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 Capital Securities for offering offer and sale under the applicable securities or blue sky laws of such states and other jurisdictions of the United States as the Representative 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 Statementdesignate; provided, however, that the Company Offerors shall not be obligated to file required in any general consent to service of process or state to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified business entity, or to subject itself file a general consent to taxation 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 are acting as counsel for the Underwriters (exclusive of fees and disbursements of such counsel which are to be paid as set forth in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Capital Securities have been so qualified the Company will file such statements and reports as may Section 5(b)), shall be required paid by the laws Underwriters; provided, however, that if this Agreement is terminated in accordance with the provisions of Sections 6 or 7 hereof, Dominion shall reimburse the Representatives for the account of the Underwriters for the amount 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 Statementfees and disbursements.
(h) The Company During a period of thirty (30) days beginning on the date of this Agreement, Dominion and the Trust will make generally available not offer, sell, contract to its security holders as soon as practicablesell or otherwise dispose of any Capital Securities, but not later than 90 days after any other beneficial interest in the close assets of the period covered therebyTrust, an earnings statement (in form complying with the provisions of Rule 158 any Subordinated Debentures, or any other securities of the 1933 Act Regulations) covering a 12-month period beginning not later than the first day Trust or any other similar debt securities 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 cooperate with the Underwriters and use their best efforts Dominion which are substantially similar to permit the Capital Securities to be eligible for clearance and settlement through the facilities of DTC.
(j) The Trust will use the net proceeds received by it from the sale of the Capital Securities, and the Company will use the proceeds received by it from the sale of or the Subordinated Debentures, in the manners specified in the Prospectus under "Use of Proceeds."
(k) Prior to _____________, 1998, neither the Trust nor the Company will, without the prior written consent of Wheat Firstthe Representatives, directly or indirectly, issue, sell, offer or agree to sell, grant any option for other than the sale of, or otherwise dispose of, any issuance of trust preferred securities that are substantially similar to by Dominion Resources Capital Trust II and the Capital Securities, any security convertible into exchangeable or exercisable for Capital Securities or any equity security substantially similar to the Capital Securities (except for the Securities issued pursuant to this Agreement or with the prior written consent corresponding issuance of Wheat First)subordinated debentures by Dominion.
Appears in 1 contract
Samples: Underwriting Agreement (Dominion Resources Inc /Va/)
Covenants of the Offerors. The Each of the Offerors jointly and severally covenant with each Underwriter as follows:
(a) The Company will use its best efforts to cause the 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 Representative) and will To prepare the Prospectus as amended or supplemented in a form reasonably approved by the Representative and to file such Prospectus pursuant to Rule 424(b) under the of 1933 Act Regulations not later than the Commission's ’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 such Rule 430A(a)(3) under the 1933 Act. The Company will 424(b); to make no further amendment or any supplement to the Registration Statement or the Prospectus as amended or supplemented after the date of this Agreement and prior to any First the Closing Date which Time that shall be reasonably disapproved by the Representative promptly after reasonable notice thereof. The Company will notify ; to advise the Representative immediately promptly of any such proposed amendment or supplement after the Closing Time and confirm furnish the notice in writing (i) when the Registration Statement or any post-effective amendment thereto (Representative with copies thereof; to file promptly all reports and any other amendment thereto) has been declared effective definitive proxy or information statements required to be filed by the CommissionCompany with the Commission pursuant to Section 13(a), (ii13(c), 14 or 15(d) of the transmittal 1934 Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities and, during such same period to advise the Commission for filing Representative, promptly after it receives notice thereof, of the time when any amendment or supplement to the Prospectus, (iii) of the receipt by the Company of any comments from the Commission or any state securities commission with respect to the transactions contemplated by this Agreement, (iv) of any request by the Commission or any state securities commission for any amendment or supplement to the Registration Statement has been filed or the Prospectus, or for additional information, (v) of the issuance by the Commissioner becomes effective or any state securities commission or court of competent jurisdiction of any order suspending either the Offering or the use of either the Preliminary Prospectus or supplement to the Prospectus or of any amended Prospectus has been filed with the threat of any such action by any such entityCommission, (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 Capital 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 relating to the Securities or the Trust Debt Securities, of the suspension of the qualification of the Securities or the Trust Debt Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or Prospectus for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or the Trust Debt Securities or suspending any such registrationqualification, qualification or exemption, the Company to promptly will use its best efforts to obtain its withdrawalthe withdrawal of such order.
(b) The Company will give Promptly from time to time to take such action as the Representative notice may reasonably request to qualify the Securities or the Trust Debt Securities for offering and sale under the securities laws of its intention such jurisdictions as the Representative may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file or prepare a general consent to service of process in 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, by amending or supplementing the Prospectus then being used by the Underwriters)jurisdiction.
(c) The Company has furnished or will deliver Prior to 10:00 a.m., New York City time, on the Representative New York Business Day (as defined in Section 12 hereof) next succeeding the date of this Agreement 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) and signed copies of all consents and certificates of experts, and will also deliver to the Representative 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 as soon as practicable thereafter, to furnish each Underwriter with written and electronic copies of the Registration StatementProspectus, as many copies of each Preliminary Prospectus amended or supplemented, in New York City in such quantities as such Underwriter may reasonably request, and and, if the Company hereby consents to the use delivery 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 a prospectus is required to be delivered under at any time in connection with the 1933 Act offering or the 1934 Act, such number of copies sale of the Prospectus (as amended or supplemented) as Securities and if at 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 time any event shall occur or condition shall exist have occurred 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 as then amended or supplemented would include any an untrue statements statement of a material fact or omit to state a any material fact necessary in order to make the statements therein not misleading therein, in the light of the circumstances existing at the time it under which they were made when such Prospectus is delivered to a purchaserdelivered, or not misleading, or, if for any other reason it shall be necessary, in the opinion of necessary during such counsel, at any such time same period to amend or supplement the Registration Statement Prospectus or to file under the 1934 Act any document incorporated by reference in the Prospectus in order to comply with the requirements of the 1933 Act or and the 1933 Act Regulations, the Company will promptly 1934 Act and the 1934 Act Regulations or the 1939 Act and the 1939 Regulations, to notify the Representative and upon its request to file such document and to prepare and file with furnish without charge to each Underwriter and to any dealer of the Commission, subject Securities as many written and electronic copies as such Underwriter may from time to Section 3(b), such amendment time reasonably request of an amended Prospectus or a supplement as may be necessary to the Prospectus which will correct such statement or omission or effect such compliance.
(d) To make generally available to make its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of 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 defined 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(b158(c) 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 Capital Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Representative 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 Capital 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 of the Company and the Subsidiaries (in form which need not be audited) complying with Section 11(a) of the provisions 1933 Act and the 1933 Act Regulations (including, at the option of the Company, 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).
(ie) The Offerors will cooperate with the Underwriters and use their reasonable best efforts to permit have the Capital Preferred Securities listed, subject to be eligible notice of issuance, on the New York Stock Exchange (the “NYSE”) on or before the Closing Time; if the Preferred Securities are exchanged for clearance and settlement through the facilities of DTC.
(j) The Trust will use the net proceeds received by it from the sale of the Capital Debt Securities, and the Company will use its reasonable best efforts to have the proceeds received by it Trust Debt Securities listed on the exchange on which the Preferred Securities were then listed; and the Offerors will use their reasonable best efforts to have their registration statement on Form 8-A declared effective under the 1934 Act within 30 days of the Closing Time.
(f) During a period of 90 days from the sale date of this Agreement, neither of the Subordinated Debentures, in the manners specified in the Prospectus under "Use of Proceeds."
(k) Prior to _____________, 1998, neither the Trust nor the Company Offerors will, without the prior written consent of Wheat Firstthe Representative, 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 Capital Preferred Trust Securities, any security convertible into, exchangeable into exchangeable or exercisable for Capital Preferred Trust Securities or any equity security securities substantially similar to the Capital Preferred Securities (except for the Preferred Trust Securities issued pursuant to this Agreement or Agreement).
(g) The Offerors will apply the net proceeds from the sale of the Preferred Securities substantially in accordance with the prior written consent description set forth in the Prospectus under the caption “Use of Wheat First)Proceeds.”
(h) 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.
Appears in 1 contract
Covenants of the Offerors. The Offerors covenant with each Underwriter as follows:
(a) The Company will use its best efforts to cause the 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 Representative) and will prepare the Prospectus in a form reasonably approved by the Representative 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 Representative after reasonable notice thereof. The Company will notify the Representative 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, (iii) of the receipt by the Company of any comments from the Commission or any state securities commission with respect to the transactions contemplated by this Agreement, (iv) of any request by 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 Commissioner or any state securities commission or court of competent jurisdiction of any order suspending either the Offering or the use of either the Preliminary Prospectus or the Prospectus or of 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 Capital 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 Representative 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, by amending or supplementing the Prospectus then being used by the Underwriters).
(c) The Company has furnished or will deliver to the Representative 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) and signed copies of all consents and certificates of experts, and will also deliver to the Representative 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 Capital Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Representative may designate and to maintain such qualifications qualification 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 Capital 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 Offerors will cooperate with the Underwriters and use their best efforts to permit the Capital Securities to be eligible for clearance and settlement through the facilities of DTC.
(j) The Trust will use the net proceeds received by it from the sale of the Capital Securities, and the Company will use the proceeds received by it from the sale of the Subordinated Debentures, in the manners specified in the Prospectus under "Use of Proceeds."
(k) Prior to _____________December 6, 1998, neither the Trust nor the Company will, without the prior written consent of Wheat First, 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 Capital Securities, any security convertible into exchangeable or exercisable for Capital Securities or any equity security substantially similar to the Capital Securities (except for the Securities issued pursuant to this Agreement or with the prior written consent of Wheat First).
Appears in 1 contract
Samples: Underwriting Agreement (Southern Bancshares Nc Inc)
Covenants of the Offerors. The Each of the Offerors jointly and severally covenant with each Underwriter as follows:
(a) The Company Offerors will use its best efforts to cause advise the Registration Statement and any post-effective amendments to the Registration Statement to be declared effective Underwriters promptly and, if requested by the Commission (as and when specified Underwriters, will confirm such advice in the reasonable request of the Representative) and will prepare the Prospectus in a form reasonably approved by the Representative 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 Representative after reasonable notice thereof. The Company will notify the Representative immediately and confirm the notice in writing 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, (iii) of the receipt by the Company of any comments from the Commission or any state securities commission with respect to the transactions contemplated by this Agreement, (iv) of any request by the Commission for amendment of or any state securities commission for any amendment or a supplement to the 1994 Registration Statement, the 1995 Registration Statement or the Prospectus, Prospectus or for additional information, ; (v) of the issuance by the Commissioner or any state securities commission or court of competent jurisdiction of any order suspending either the Offering or the use of either the Preliminary Prospectus or the Prospectus or of the threat of any such action by any such entity, (viii) of the issuance by the Commission of any stop order suspending the effectiveness of the 1994 Registration Statement, the 1995 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 Capital Preferred Securities for offering or sale in any jurisdiction, jurisdiction or the initiation or threatening of any proceeding for such purpose. In ; and (iii) within the event period of time referred to in the first sentence of subsection (d) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the issuance 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 1994 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 the 1933 Act or any other law. If at any time the Commission shall issue any stop order or of any order preventing or suspending the use effectiveness of any Preliminary Prospectus the 1994 Registration Statement or Prospectus or suspending any such registration, qualification or exemption, the Company promptly will use its best efforts to obtain its withdrawal.1995
(b) The Company 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 Representative Underwriters notice of its their intention to file or prepare (i) any amendment or supplement to the 1994 Registration Statement or the 1995 Registration Statement (including any post-effective amendment), (ii) any amendment or supplement to the Prospectus (whetherincluding any revised prospectus which the Offerors propose for use by the Underwriters in connection with the offering of the Preferred 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 document that would as a result thereof be incorporated by reference in the case of the Registration Statement and the Prospectus, by the filing of documents Prospectus whether pursuant to the 1934 1933 Act, the 1933 1934 Act or otherwise andotherwise, in 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 case of may be, and will not file any such amendment, supplement or other document or use any such prospectus to which the Prospectus, by amending Underwriters or supplementing counsel for the Prospectus then being used by the Underwriters)Underwriters shall reasonably object.
(c) The Company has furnished or Offerors will deliver furnish to the Representative and counsel for the Underwritersyou, without charge, signed charge (i) four copies of the 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 (including exhibits filed therewith) and signed copies of all consents and certificates of expertsthereto, and will also deliver to the Representative a conformed copy of the Registration Statement as originally filed and of each amendment thereto (but 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 the Underwriters 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, (iii) such number of copies of the Prospectus (documents incorporated or deemed to be incorporated by reference therein, without exhibits, as amended or supplemented) as such Underwriter the Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act or the respective applicable rules request, and regulations (iv) one copy of the Commission thereunderexhibits to the documents incorporated or deemed to be incorporated by reference therein.
(ed) If any event shall occur or condition shall exist As soon after the execution and delivery of this Agreement as a result of which it is necessary, in the opinion of counsel possible and thereafter from time to time for the Underwriters or for the Company, to amend the Registration Statement or such period as 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 required by the 1933 Act or the 1933 Act RegulationsRegulations to be delivered in connection with sales by any Underwriter or dealer, the Company Offerors will promptly prepare expeditiously deliver to each Underwriter and file with each dealer, without charge, as many copies of the Commission, subject to Section 3(b), such Prospectus (and of any 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 thereto) as the Underwriters may reasonably 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 set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus (or to file under the 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 and 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) IfThe Company will, 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 on behalf of the 1933 Act RegulationsTrust, 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 Capital Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Representative 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 Capital 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 the Trust's security holders as soon as practicable, practicable but not later than 45 days (unless such period corresponds to the Company's fiscal year, in which case 90 days days) after the close of the period covered thereby, an earnings 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 12twelve-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.
(ig) The Offerors will cooperate with the Underwriters and use their best efforts to permit have the Capital Preferred Securities listed, subject to be eligible notice of issuance, on the New York Stock Exchange on or before the Closing Time; if the Preferred Securities are exchanged for clearance and settlement through the facilities of DTC.
(j) The Trust will use the net proceeds received by it from the sale of the Capital Subordinated Debt Securities, and the Company will use its best efforts to have the proceeds received by it Subordinated Debt Securities listed on the exchange on which the Preferred Securities were then listed.
(h) During a period of 90 days from the sale date of the Subordinated Debentures, in the manners specified in the Prospectus under "Use of Proceeds."
(k) Prior to _____________, 1998Pricing Agreement, neither the Trust nor the Company will, without the Underwriters' prior written consent of Wheat Firstconsent, 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 Capital Preferred Securities, any security convertible into exchangeable into or exercisable for Capital Preferred Securities or any equity security securities substantially similar to the Capital Preferred Securities (except for the Preferred Securities issued pursuant to this Agreement or Agreement).
(i) The Offerors will apply the net proceeds from the sale of the Preferred Securities substantially in accordance with the prior written consent description set forth in the Prospectus under "Use of Wheat First)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 their best efforts to have their registration statement on Form 8-A declared effective under the 1934 Act within 31 days of the effectiveness of the 1995 Registration Statement.
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