Covenants of the Placement Agent. The Placement Agent covenants and agrees that:
(a) With respect to any solicitations of offers made on behalf of the Company by the Placement Agent, including any sales persons acting on the Placement Agent's behalf, the Placement Agent represents, warrants and covenants as follows:
(i) The Placement Agent will not offer the Shares by means of any form of general solicitation or general advertising.
(ii) The Placement Agent will cause each person interested in acquiring Shares through the Placement Agent to provide to the Company the Subscription Agreement and Confidential Investor Questionnaire appended to the Memorandum, and such information as may reasonably be requested by the Company, to permit the Company to determine whether an investor is qualified to purchase Shares in the Offering. The Shares may be sold only to accredited investors, as that term is defined in Regulation D promulgated under the 1933 Act.
(iii) The Placement Agent will furnish to each offeree through the Placement Agent, concurrently with making any offer to such offeree, a copy of the Memorandum and all supplements or amendments thereto and will sequentially number each Memorandum it furnishes and keep a record of each offeree, their addresses and telephone numbers. The Placement Agent will not make any representations with respect to the Company or its business and affairs other than the information set forth in the Memorandum or the sales literature authorized for use in connection with the Offering, or such other information as is specifically authorized in writing by the Company.
(b) The Placement Agent will comply with the 1933 Act, the 1934 Act and all applicable Blue Sky Laws in connection with the offering and sale of the Shares and will offer the Shares only in those states agreed upon by the Company and the Placement Agent.
(c) The Placement Agent will promptly inform the Company if the Placement Agent becomes aware of any facts which would cause it to believe that the Memorandum includes any untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made.
(d) The Placement Agent will timely tender subscription proceeds to the Escrow Agent and will timely provide the Company with copies of all subscription documents it receives in order to enable the Company to determine whether it will accept or reject a subscription.
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Covenants of the Placement Agent. The Placement Agent covenants and agrees as follows:
Covenants of the Placement Agent. The Placement Agent covenants and agrees with the Offerors that, during the period from the date of this Agreement to the Closing Date, the Placement Agent shall use its best efforts and take all action necessary or appropriate to cause its representations and warranties contained in Section 5 to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date. The Placement Agent further covenants and agrees not to engage in hedging transactions with respect to the Preferred Securities unless such transactions are conducted in compliance with the Securities Act.
Covenants of the Placement Agent. (a) The Placement Agent has not distributed and will not distribute any offering material in connection with the Offering and sale of the Securities other than the Base Prospectus, any Prelininary Prospectus and the Prospectus Supplement or the Registration Statement and copies of the documents incorporated by reference therein and the Subscription Agreement in the form approved by the Company.
(b) The Placement Agent will not use or refer to any materials on the Company’s website in connection with the offering and sale of the Securities.
Covenants of the Placement Agent. The Placement Agent covenants that:
6.01. It will use its best efforts to procure subscribers for Units and will conduct the Offering in compliance with the provisions of the Securities Act, the Rules and Regulations, the Exchange Act, applicable Blue Sky Laws and the rules and regulations of the NASD.
6.02. As of each Closing Date (as herein defined), it will have not made any untrue statement of a material fact and not omitted to state a material fact required to be stated or necessary to make any statement made not misleading, to the extent any representations are made by Placement Agent concerning the Offering or matters set forth in the Prospectus other than those which are set forth in the Registration Statement or Prospectus.
6.03. In the event it learns of any circumstances or facts which it believes would make the Offering inaccurate or misleading as to any material fact, it will immediately bring such circumstances or facts to the attention of the Company.
6.04. The Placement Agent will solicit purchasers of Units only in the jurisdictions in which it has been advised by counsel for the Company that such solicitation can be made, and such solicitations shall be made subject to any conditions specified in writing by such counsel.
Covenants of the Placement Agent. The Placement Agent covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Placement Agent that otherwise would not be required to be filed by the Company thereunder, but for the action of the Placement Agent.
Covenants of the Placement Agent. (a) The Placement Agent shall offer and sell the Units only to "accredited investors," as that term is defined in Rule 501(a) promulgated under the Securities Act.
(b) The Placement Agent agrees not to engage in any activities in connection with the offer of the Units in any state (i) in which the Units are not qualified for sale or exempt from qualification under the applicable securities or blue sky laws thereof; (ii) in which the Placement Agent may not lawfully so engage or (iii) in which it is not a registered broker-dealer.
(c) The Placement Agent will use its best efforts to offer the Units in compliance with the requirements of Regulation D.
Covenants of the Placement Agent. On the basis of, and in reliance on, the representations, warranties and covenants of the Purchasers set forth in the Subscription Documents, the Placement Agent hereby covenants with the Company as follows:
(a) The Placement Agent will take no action, nor fail to take any action, if such action or failure to take such action would have the effect that the offer or sale of the Securities would not be exempt from the registration requirements of the Securities Act pursuant to Regulation D.
(b) No action is being taken or is contemplated by the Placement Agent that would permit a public offering of the Securities in any jurisdiction where, or in any other circumstance in which, action for those purposes is required (other than in jurisdictions where such action has been duly taken). The Placement Agent will comply with applicable laws and regulations in any jurisdiction in which it may offer, sell or deliver the Securities and will not, directly or indirectly, offer, sell or deliver the Securities or distribute or publish any prospectus, circular, advertisement or other offering material in relation to the Securities in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations, and all offers, sales and deliveries of the Securities by it will be made on the foregoing terms.
Covenants of the Placement Agent. The Placement Agent covenants and agrees that:
(a) With respect to any solicitations of offers made on behalf of the Company by the Placement Agent, including any sales persons acting on the Placement Agent's behalf, the Placement Agent represents, warrants and covenants as follows:
(i) The Placement Agent will not offer the Shares by means of any form of general solicitation or general advertising.
(ii) The Placement Agent will cause each person interested in acquiring Shares through the Placement Agent to provide to the Company the Subscription Agreement and Confidential Investor Questionnaire appended to the Memorandum, and such information as may reasonably be requested by the Company, to permit the Company to determine whether an investor is qualified to purchase Shares in the Offering. The Shares may be sold only to accredited investors, as that term is defined in Regulation D promulgated under the 1933 Act, and to not more than 35 non-accredited investors who are able to determine the merits and risks of an investment in the Shares.
(iii) The Placement Agent will furnish to each offeree through the Placement Agent, concurrently with making any offer to such offeree, a copy of the Memorandum and all supplements or amendments thereto and will sequentially number each Memorandum it furnishes and keep a record of each offeree, their addresses and telephone numbers. The Placement Agent will not make any representations with respect to the Company or its business and affairs other than the information set forth in the Memorandum or the sales literature authorized for use in connection with the Offering, or such other information as is specifically authorized in writing by the Company.
(b) The Placement Agent will comply with the 1933 Act, the 1934 Act and all applicable Blue Sky Laws in connection with the offering and sale of the Shares and will offer the Shares only in those states agreed upon by the Company and the Placement Agent.
(c) The Placement Agent will promptly inform the Company if the Placement Agent becomes aware of any facts which would cause it to believe that the Memorandum includes any untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made.
(d) The Placement Agent will timely tender subscription proceeds to the Escrow Agent and will timely provide the Company with copies of all su...
Covenants of the Placement Agent. In addition to all other covenants and agreements of the Placement Agent set forth in this Agreement, you covenant and agree as follows:
