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. (e) The Placement Agent will not knowingly make, in bad faith, or through willful misconduct, any untrue statement of a material fact in its capacity as Placement Agent ..
Appears in 2 contracts
Samples: Placement Agent Agreement (Prolung Inc), Placement Agent Agreement (Fresh Medical Laboratories, Inc.)
Covenants of the Placement Agent. The Placement Agent covenants and agrees that--------------------------------- agrees:
(a) With respect To use its best efforts to preserve the confidentiality of 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, proprietary or not publicly available information or data provided to 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 To fully disclose to those parties that the Placement Agent will comply with contacts on the 1933 Act, Company's behalf the 1934 Act and all applicable Blue Sky Laws capacity in connection with which the offering and sale of the Shares and will offer the Shares only in those states agreed upon by the Company Placement Agent is contacting them and the Placement Agent's relationship with the Company and to perform all its responsibilities.
(c) The Placement Agent will promptly inform Subject to the Company if limitations set forth above and in compliance with applicable federal and state securities laws, rules and regulations as well as in accordance with applicable rules and regulations of the National Association of Securities Dealers, Inc. and NASDAQ, the Placement Agent becomes aware shall indemnify and hold harmless the Company and its affiliates from and against claims relating to any material breach by the Placement Agent of the foregoing covenants or any other agreements of the Placement Agent contained in this Agreement or resulting from the Placement Agent's gross negligence or willful misconduct, provided that the Company promptly notifies the Placement Agent of any facts which would cause it such claim and offers the Placement Agent the opportunity to believe that the Memorandum includes any untrue statement of material fact defend against or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light settle such claim with counsel of the circumstances under which they are madePlacement Agent's choice.
(d) The That it has been informed of the jurisdictions in which the Company has been advised by counsel acceptable to the Placement Agent that the Units have been qualified or registered for sale or are exempt under the respective securities or "Blue Sky" laws of such jurisdictions; but the Company has not assumed, nor will timely tender subscription proceeds they assume, any obligation or responsibility concerning the Placement Agent's right to act as broker with respect to the Escrow Units in any such jurisdiction. No offer to sell, solicitation of an offer to buy, or sale of Units in a state or other jurisdiction shall be made by the Placement Agent and will timely provide until the Company has notified the Placement Agent that the Units have been so registered or qualified or are exempt from registration or qualification with copies of all subscription documents it receives the securities authority in order to enable the Company to determine whether it will accept such state or reject a subscriptionother jurisdiction.
(e) The Placement Agent That it is a broker-dealer properly registered or licensed under applicable federal and securities laws and regulations and under the securities laws and regulations of the states in which the Units will not knowingly make, be offered or sold by it and it shall maintain such registration and/or license in bad faith, or through willful misconduct, any untrue statement full force and effect at all times hereunder.
(f) That it will comply with the applicable requirements of the Act (including the delivery of a material fact Prospectus to each prospective subscriber as required by the Act) and the Securities Exchange Act of 1934 (the "1934 Act").
(g) That neither it nor any person acting for it will give any information or make any representations relating to the Company or the Offering, other than those contained in its capacity the Prospectus and it is not authorized to act as Placement Agent ..agent for the Company for any purpose other than as expressly set forth herein.
(h) That it will comply with penny stock procedures set fortx xx the 1934 Act and rules and regulations promulgated thereunder which include (i) determining suitability of the security for each customer, (ii) obtaining a written agreement from each customer to purchase the security, (iii) setting forth the identity and quantity of the penny stock to be purchased and (xx) delivering a risk disclosure document to the purchaser prior to the initial transaction in penny stocks.
Appears in 2 contracts
Samples: Placement Agreement (Searchhelp Inc), Placement Agreement (Searchhelp Inc)
Covenants of the Placement Agent. The Placement Agent covenants to and agrees thatwith the Managing Owner, the Trust and each Fund to:
(a) With respect to any solicitations of offers made on behalf Make a best efforts public offering of the Company by the Placement Agent, including any sales persons acting on the Placement Agent's behalf, Units as soon as the Placement Agent representsdeems it reasonably advisable on or after the Effective Date (as defined in Section 11(a)), warrants upon 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 subject to the Company the Subscription terms and conditions contained in this Agreement and Confidential Investor Questionnaire appended to the Memorandumin compliance with all applicable securities laws, 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 perform all 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 Companyresponsibilities hereunder.
(b) The Preserve the confidentiality of any proprietary or non-public information or data provided to 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 AgentManaging Owner.
(c) The Placement Agent will promptly inform Fully disclose to prospective subscribers the Company if capacity in which the Placement Agent becomes aware of any facts which would cause it to believe that is contacting them and 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 Placement Agent’s relationship with the statements therein not misleading in light of the circumstances under which they are madeManaging Owner.
(d) The Not make an offer to sell or solicit an offer to buy or sell Units in a state or other jurisdiction until the Managing Owner has notified the Placement Agent will timely tender subscription proceeds to that the Escrow Agent and will timely provide Units have been so registered or qualified, or are exempt from registration or qualification, with the Company with copies of all subscription documents it receives securities authorities in order to enable the Company to determine whether it will accept such state or reject a subscriptionother jurisdiction.
(e) The Maintain in full force and effect, and cause its personnel involved in the activities contemplated hereunder to maintain in full force and effect, all governmental, regulatory and self-regulatory registrations, approvals, memberships and licenses required to perform its obligations under this Agreement and to receive compensation therefor (including but not limited to registration as a broker-dealer with the SEC, membership in the NASD, registration with the relevant regulatory authority in each state in which the Selling Agent will solicit prospective subscribers, registration with the CFTC as an futures commission merchant or introducing broker and membership in the NFA) during the term of this Agreement and for such time as the Placement Agent will and such personnel shall receive compensation hereunder.
(f) Comply with the applicable requirements of the 1933 Act (including the delivery of a Prospectus to each prospective subscriber as required by the 1933 Act), the Exchange Act, the CE Act, the rules and regulations promulgated thereunder, and the rules and regulations of the NASD, CFTC, and NFA, including, without limitation (i) determining suitability of a purchase of Units for each prospective subscriber through the use of an offeree questionnaire, (ii) obtaining a written agreement from each prospective subscriber to purchase Units setting forth the identity and quantity of the Units to be purchased and (iii) delivering a Prospectus to a prospective subscriber at least five (5) Business Days prior to any purchase of Units.
(g) Not, and not knowingly makepermit any Person acting on its behalf to, (i) provide any information or make any representations relating to the Managing Owner, any Fund, the Trust or the Offering other than as contained in bad faiththe Prospectus, or through willful misconduct(ii) state that it is authorized to act as agent for the Managing Owner, any untrue statement Fund or the Trust for any purpose other than as expressly set forth in this Agreement.
(h) Not take any of the following actions against the Trust or any Fund: (1) seek a material fact decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Trust or any Fund in an involuntary case or proceeding under the United States Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization, rehabilitation, liquidation or similar law, or (B) adjudging the Trust or any Fund bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Trust or any Fund under the United States Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or any Fund or of any substantial part of any of their respective properties, or ordering the winding up or liquidation of any of its affairs; (2) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause; or (3) file an involuntary petition for bankruptcy (collectively, a “Bankruptcy or Insolvency Action”).
(i) For any obligations due and owing to it by any Fund, look solely and exclusively to the assets of such Fund or the Managing Owner (solely to the extent of the General Units owned by the Managing Owner in such Fund), if the Managing Owner has liability in its capacity as Managing Owner, to satisfy the Placement Agent ..Agent’s claims, and not seek to attach or otherwise assert a claim against the other assets of the Trust or any other Fund, whether or not there is a Bankruptcy or Insolvency Action taken. The parties agree that this provision will survive the termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise.
Appears in 2 contracts
Samples: Placement Agreement (Brookshire Raw Materials (U.S.) Energy USD Fund), Placement Agreement (Brookshire Raw Materials (U.S.) Metals CDN Fund)
Covenants of the Placement Agent. The Placement Agent covenants and agrees thatwith the Company as follows:
(a) With respect Pursuant to any solicitations of offers its appointment made on behalf of the Company by in Section 1 hereof, insofar as is under the Placement Agent’s control, including any sales persons acting on it will use its best efforts to conduct the Placement Agent's behalfOffering in a manner intended to be in compliance with the offering procedures set forth in the Offering Circular. Additionally, 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 use its best efforts to provide take all lawful actions necessary 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 fulfill its duties under Rule 15c2-4 under the 1933 Exchange Act.
(iii) The Placement Agent will furnish , which duties relate to each offeree through the Placement Agent, concurrently with making any offer to such offeree, a copy transmission or maintenance 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 Companyfunds received from potential purchasers.
(b) The Placement Agent will comply with promptly (and in any event not later than the 1933 Actnext business day after it becomes aware of such information or occurrence) notify the Company of the issuance by any court, state securities administrator or other agency of competent jurisdiction of any stop order preventing or suspending the 1934 Act and all applicable Blue Sky Laws in connection with use of the offering and Offering Circular or the sale of the Shares and will offer Shares, or the suspension of qualification of the Shares only for offering or sale in those states agreed upon by any jurisdiction, or the Company and the Placement Agentinitiation or contemplation of any proceeding for such purposes.
(c) The Placement Agent will promptly inform maintain in confidence any confidential or proprietary information (“Confidential Information”), whether oral or written or in electronic or any other format, including financial, commercial, market, or customer data, business techniques or strategies, and/or know-how (in whatever format such information may exist or shall exist), whether disclosed by the Company if or the Company’s agents to the Placement Agent or the Placement Agent’s agents or learned or observed by the Placement Agent or the Placement Agent’s agents as a consequence of the evaluation of or by reason of being allowed to view the Company’s records, products, processes, or facilities; provided, however, that “Confidential Information” shall not include any information that is generally available to the public, is otherwise in the public domain, becomes aware publicly known through no breach of any facts which would cause it this Agreement, is already known or becomes known to believe that the Memorandum includes any untrue statement of material fact or omits to state any material fact required Placement Agent through sources not known by the Placement Agent to be stated therein under a legal obligation not to disclose the information or is approved for release by written authorization of an Officer of the Company. Confidential Information shall be protected with the same degree of care as the Placement Agent uses in the protection of its own confidential and proprietary information, but in no case with any lesser degree than reasonable care. The Placement Agent shall not disclose Confidential Information to any third party, except as necessary to make fulfill its obligations under this Agreement. The Placement Agent shall use Confidential Information only for the statements therein purpose of fulfilling its obligations under this Agreement, and shall not misleading in light exploit Confidential Information for its own benefit or for the benefit of the circumstances under which they are madeanother.
(d) The Placement Agent has not provided and will timely tender subscription proceeds not provide to the Escrow Agent and will timely provide purchasers of Shares of Common Stock any written or oral information regarding the Company with copies business of all subscription documents it receives the Company, including any representations regarding the Company’s financial condition or financial prospects, other than such information as is contained in order to enable the Company to determine whether it will accept or reject a subscription.
(e) The Placement Agent will not knowingly make, in bad faithOffering Circular, or through willful misconduct, any untrue statement of a material fact such other materials as may be approved in its capacity as Placement Agent ..advance by the Company.
Appears in 2 contracts
Samples: Placement Agent Agreement (First Colebrook Bancorp, Inc.), Placement Agent Agreement (First Colebrook Bancorp, Inc.)
Covenants of the Placement Agent. The Placement Agent covenants to and agrees thatwith the Managing Owner, the Trust and each Fund to:
(a) With respect to any solicitations of offers made on behalf Make a best efforts public offering of the Company by the Placement Agent, including any sales persons acting on the Placement Agent's behalf, Units as soon as the Placement Agent representsdeems it reasonably advisable on or after the Effective Date (as defined in Section 11(a)), warrants upon 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 subject to the Company the Subscription terms and conditions contained in this Agreement and Confidential Investor Questionnaire appended to the Memorandumin compliance with all applicable securities laws, 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 perform all 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 Companyresponsibilities hereunder.
(b) The Preserve the confidentiality of any proprietary or non-public information or data provided to 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 AgentManaging Owner.
(c) The Placement Agent will promptly inform Fully disclose to prospective subscribers the Company if capacity in which the Placement Agent becomes aware of any facts which would cause it to believe that is contacting them and 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 Placement Agent’s relationship with the statements therein not misleading in light of the circumstances under which they are madeManaging Owner.
(d) The Not make an offer to sell or solicit an offer to buy or sell Units in a state or other jurisdiction until the Managing Owner has notified the Placement Agent that the Units have been so registered or qualified, or are exempt from registration or qualification, with the securities authorities in such state or other jurisdiction.
(f) Maintain in full force and effect, and cause its personnel involved in the activities contemplated hereunder to maintain in full force and effect, all governmental, regulatory and self-regulatory registrations, approvals, memberships and licenses required to perform its obligations under this Agreement and to receive compensation therefor (including but not limited to registration as a broker-dealer with the SEC, membership in the NASD, registration with the relevant regulatory authority in each state in which the Selling Agent will timely tender subscription proceeds to solicit prospective subscribers, registration with the Escrow CFTC as an futures commission merchant or introducing broker and membership in the NFA) during the term of this Agreement and for such time as the Placement 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 subscriptionsuch personnel shall receive compensation hereunder.
(e) The Placement Agent will Comply with the applicable requirements of the 1933 Act (including the delivery of a Prospectus to each prospective subscriber as required by the 1933 Act), the Exchange Act, the CE Act, the rules and regulations promulgated thereunder, and the rules and regulations of the NASD, CFTC, and NFA, including, without limitation (i) determining suitability of a purchase of Units for each prospective subscriber through the use of an offeree questionnaire, (ii) obtaining a written agreement from each prospective subscriber to purchase Units setting forth the identity and quantity of the Units to be purchased and (iii) delivering a Prospectus to a prospective subscriber at least five (5) Business Days prior to any purchase of Units.
(f) Not, and not knowingly makepermit any Person acting on its behalf to, (i) provide any information or make any representations relating to the Managing Owner, any Fund, the Trust or the Offering other than as contained in bad faiththe Prospectus, or through willful misconduct(ii) state that it is authorized to act as agent for the Managing Owner, any untrue statement Fund or the Trust for any purpose other than as expressly set forth in this Agreement.
(g) Not take any of the following actions against the Trust or any Fund: (1) seek a material fact decree or order by a court having jurisdiction in the premises (A) for relief in respect of the Trust or any Fund in an involuntary case or proceeding under the United States Bankruptcy Code or any other federal or state bankruptcy, insolvency, reorganization, rehabilitation, liquidation or similar law, or (B) adjudging the Trust or any Fund bankrupt or insolvent, or seeking reorganization, rehabilitation, liquidation, arrangement, adjustment or composition of or in respect of the Trust or any Fund under the United States Bankruptcy Code or any other applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or any Fund or of any substantial part of any of their respective properties, or ordering the winding up or liquidation of any of its affairs; (2) seek a petition for relief, reorganization or to take advantage of any law referred to in the preceding clause; or (3) file an involuntary petition for bankruptcy (collectively, a “Bankruptcy or Insolvency Action”).
(h) For any obligations due and owing to it by any Fund, look solely and exclusively to the assets of such Fund or the Managing Owner (solely to the extent of the General Units owned by the Managing Owner in such Fund), if the Managing Owner has liability in its capacity as Managing Owner, to satisfy the Placement Agent ..Agent’s claims, and not seek to attach or otherwise assert a claim against the other assets of the Trust or any other Fund, whether or not there is a Bankruptcy or Insolvency Action taken. The parties agree that this provision will survive the termination of this Agreement, whether terminated in a Bankruptcy or Insolvency Action or otherwise.
Appears in 1 contract
Samples: Placement Agreement (Brookshire Raw Materials (U.S.) Metals CDN Fund)
Covenants of the Placement Agent. The Placement Agent covenants and agrees thatagrees:
(a) With respect To use its best efforts to preserve the confidentiality of 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, proprietary or not publicly available information or data provided to 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 To fully disclose to those parties that the Placement Agent will comply with contacts on the 1933 Act, Company's behalf the 1934 Act and all applicable Blue Sky Laws capacity in connection with which the offering and sale of the Shares and will offer the Shares only in those states agreed upon by the Company Placement Agent is contacting them and the Placement Agent's relationship with the Company and to perform all its responsibilities.
(c) The Placement Agent will promptly inform Subject to the Company if limitations set forth above and in compliance with applicable federal and state securities laws, rules and regulations as well as in accordance with applicable rules and regulations of the Financial Regulatory Authority, the Placement Agent becomes aware shall indemnify and hold harmless the Company and its affiliates from and against claims relating to any material breach by the Placement Agent of the foregoing covenants or any other agreements of the Placement Agent contained in this Agreement or resulting from the Placement Agent's gross negligence or willful misconduct, provided that the Company promptly notifies the Placement Agent of any facts which would cause it such claim and offers the Placement Agent the opportunity to believe that the Memorandum includes any untrue statement of material fact defend against or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light settle such claim with counsel of the circumstances under which they are madePlacement Agent's choice.
(d) The That it has been informed of the jurisdictions in which the Company has been advised by counsel acceptable to the Placement Agent that the Notes have been qualified or registered for sale or are exempt under the respective securities or "Blue Sky" laws of such jurisdictions; but the Company has not assumed, nor will timely tender subscription proceeds they assume, any obligation or responsibility concerning the Placement Agent's right to act as broker with respect to the Escrow Notes in any such jurisdiction. No offer to sell, solicitation of an offer to buy, or sale of Notes in a state or other jurisdiction shall be made by the Placement Agent and will timely provide until the Company has notified the Placement Agent that the Notes have been so registered or qualified or are exempt from registration or qualification with copies of all subscription documents it receives the securities authority in order to enable the Company to determine whether it will accept such state or reject a subscriptionother jurisdiction.
(e) The Placement Agent That it is a broker-dealer properly registered or licensed under applicable federal and securities laws and regulations and under the securities laws and regulations of the states in which the Notes will not knowingly make, be offered or sold by it and it shall maintain such registration and/or license in bad faith, or through willful misconduct, any untrue statement full force and effect at all times hereunder.
(f) That it will comply with the applicable requirements of the Act (including the delivery of a material fact Prospectus to each prospective subscriber as required by the Act) and the Securities Exchange Act of 1934 (the "1934 Act").
(g) That neither it nor any person acting for it will give any information or make any representations relating to the Company or the Offering, other than those contained in its capacity the Prospectuses and it is not authorized to act as Placement Agent ..agent for the Company for any purpose other than as expressly set forth herein.
Appears in 1 contract
Covenants of the Placement Agent. The Placement Agent covenants and agrees thatagrees:
(a) With To make a best efforts public offering of the Units as soon as, on or after the Effective Date of the Registration Statement, as the Placement Agent deems it reasonably advisable so to do, at the initial public offering price as provided for in the Prospectus; provided, however, the Placement Agent agrees to be bound by the terms of the Amended and Restated Escrow Agreement (the "Escrow Agreement") by Xxxxx Fargo Bank Arizona, National Association (the "Escrow Agent"), as escrow agent, the Placement Agent and the Company, a signed copy of which the Placement Agent acknowledges has been furnished to it by the Manager, and a conformed copy of which is attached to this Agreement and incorporated herein by this reference.
(b) To fully disclose to prospective investors the Placement Agent's relationship with the Company, and to perform all of its responsibilities.
(c) That it has been informed of the jurisdictions in which the Company has been advised by counsel (acceptable to the Placement Agent) that the Units have been qualified or registered for sale or are exempt under the respective blue sky or state securities laws of such jurisdictions; but the Company has not assumed, nor will it assume, any obligation or responsibility concerning the Placement Agent's right to act as broker with respect to the Units in any solicitations such jurisdiction. No offer to sell, solicitation of offers an offer to buy, or sale of Units in a state or other jurisdiction shall be made on behalf by the Placement Agent until the Company has notified the Placement Agent that the Units have been so registered or qualified or are exempt from registration or qualification with the securities authority in such state or other jurisdiction.
(d) That it and any Dealers will offer the Units only to persons who meet (or to those it reasonably believes to meet) the financial qualifications set forth in the Prospectus and the provisions of Rule 2810 of the Company Conduct Rules set forth in the NASD Manual, as well as all other applicable rules and regulations relating to suitability of investors.
(e) That it and any Dealers are members of the NASD and are registered as a broker-dealers under the Exchange Act and under the securities laws of the states in which the Units will be offered or sold by the Placement Agent, including and shall maintain such registration in full force and effect at all times hereunder.
(f) That, in its agreements with Dealers, it will require that Dealers: (i) offer the Units only to persons who meet the financial qualifications set forth in the Prospectus or in any sales persons acting on suitability letter or memorandum sent to them by the Placement Agent's behalf; (ii) only make offers to persons in the states in which it is advised in writing that the Units are qualified for sale or that such qualification is not required; (iii) comply with the provisions of Rule 2810 of the Conduct Rules set forth in the NASD Manual, the as well as all other applicable rules and regulations relating to suitability of investors; and (iv) provide such certification as Placement Agent representsmay reasonably request regarding its compliance with applicable law.
(g) That it will comply with the applicable requirements of the Act (including the delivery of a Prospectus to each prospective investor as required by the Act) and the Exchange Act.
(h) That neither it nor any person acting for it will give any information or make any representations relating to the Company or the Offering, warrants other than those contained in the Prospectus and covenants it is not authorized to act as follows:agent for the Company for any purpose other than as expressly set forth herein.
(i) The Placement Agent will not offer To use its best efforts to preserve the Shares by means confidentiality of any form of general solicitation proprietary or general advertising.
(ii) The Placement Agent will cause each person interested in acquiring Shares through not publicly available information or data provided to 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.
(bj) The That, subject to the limitations set forth above and in compliance with applicable federal and state securities laws and regulations, as well as in accordance with applicable rules and regulations of the NASD, the Placement Agent will comply with the 1933 Act, the 1934 Act shall indemnify 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 hold harmless the Company and its affiliates from and against claims relating to any material breach by the Placement Agent of the foregoing covenants or any other agreements of the Placement Agent contained in this Agreement or resulting from the Placement Agent.
(c) The Placement Agent will promptly inform 's gross negligence or willful misconduct, provided that the Company if promptly notifies the Placement Agent becomes aware of any facts which would cause it such claim and offers the Placement Agent the opportunity to believe that the Memorandum includes any untrue statement of material fact defend against or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light settle such claim with counsel of the circumstances under which they are madePlacement Agent's choice.
(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.
(e) The Placement Agent will not knowingly make, in bad faith, or through willful misconduct, any untrue statement of a material fact in its capacity as Placement Agent ..
Appears in 1 contract
Samples: Placement Agreement (Usa Capital First Trust Deed Fund LLC)
Covenants of the Placement Agent. The Placement Agent covenants and agrees thatagrees:
(a) With respect To use its best efforts to preserve the confidentiality of 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, proprietary or not publicly available information or data provided to 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 To fully disclose to those parties that the Placement Agent will comply with contacts on the 1933 Act, Company's behalf the 1934 Act and all applicable Blue Sky Laws capacity 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 which the Placement AgentAgent is contacting them.
(c) The Placement Agent will promptly inform That it has been informed of the jurisdictions in which the Company if has been advised by counsel acceptable to the Placement Agent becomes aware of any facts which would cause it to believe that the Memorandum includes Debentures have been qualified or registered for sale or are exempt under the respective securities or "blue sky" laws of such jurisdictions; but the Company has not assumed, nor will they assume, any untrue statement obligation or responsibility concerning the Placement Agent's right to act as broker with respect to the Debentures in any such jurisdiction. No offer to sell, solicitation of material fact an offer to buy, or omits to sale of Debentures in a state any material fact required to or other jurisdiction shall be stated therein made by the Placement Agent until the Company has notified the Placement Agent that the Debentures have been so registered or necessary to make qualified or are exempt from registration or qualification with the statements therein not misleading Securities authority in light of the circumstances under which they are madesuch state or other jurisdiction.
(d) The Placement Agent That it is a broker-dealer properly registered or licensed under applicable federal securities laws and regulations and under the securities laws and regulations of the states in which the Debentures will timely tender subscription proceeds to the Escrow Agent be offered or sold by it and will timely provide the Company with copies of it shall maintain such registration and/or license in full force and effect at all subscription documents it receives in order to enable the Company to determine whether it will accept or reject a subscriptiontimes hereunder.
(e) The Placement Agent That it will not knowingly make, in bad faith, or through willful misconduct, any untrue statement comply with the applicable requirements of the Act (including the delivery of a material Prospectus to each prospective subscriber as required by the Act) and the Exchange Act. It is a member of the National Association of Securities Dealers, Inc., and is registered as a broker-dealer under the 1934 Act and under the Securities laws of the states in which the Debentures will be offered or sold by you. It is not subject to any order or regulation which in any way relates to any violation of law and it is not committed any act or is subject to any state of fact described in the "bad boy" provisions of any state "blue sky law."
(f) That neither it nor any person acting on its capacity behalf will give any information or make any representations relating to the Company or the Offering, other than those contained in the Prospectus and it is not authorized to act as Placement Agent ..agent for the Company for any purpose other than as expressly set forth herein.
(g) That it will cause any broker-dealer engaged by it to assist in the distribution of the Debentures to enter into an agreement whereby such broker-dealer agrees and covenants substantially to the effect of paragraphs 5(c) through (f) above.
Appears in 1 contract
Covenants of the Placement Agent. The Placement Agent covenants and agrees thatagrees:
(a) With To make a best efforts public offering of the Units as soon as, on or after the Effective Date of the Registration Statement, as the Placement Agent deems it reasonably advisable so to do, at the initial public offering price as provided for in the Prospectus; provided, however, the Placement Agent agrees to be bound by the terms of the Escrow Agreement (the "Escrow Agreement") by Xxxxx Fargo Bank Arizona, National Association (the "Escrow Agent"), as escrow agent, the Placement Agent and the Company, a signed copy of which the Placement Agent acknowledges has been furnished to it by the Manager, and a conformed copy of which is attached to this Agreement and incorporated herein by this reference.
(b) To fully disclose to prospective investors the Placement Agent's relationship with the Company, and to perform all of its responsibilities.
(c) That it has been informed of the jurisdictions in which the Company has been advised by counsel (acceptable to the Placement Agent) that the Units have been qualified or registered for sale or are exempt under the respective blue sky or state securities laws of such jurisdictions; but the Company has not assumed, nor will it assume, any obligation or responsibility concerning the Placement Agent's right to act as broker with respect to the Units in any solicitations such jurisdiction. No offer to sell, solicitation of offers an offer to buy, or sale of Units in a state or other jurisdiction shall be made on behalf by the Placement Agent until the Company has notified the Placement Agent that the Units have been so registered or qualified or are exempt from registration or qualification with the securities authority in such state or other jurisdiction.
(d) That it will offer the Units only to prospective investors who meet (or to those it reasonably believes to meet) the investor suitability set forth in the Prospectus and the provisions of Rule 2810 of the Company Conduct Rules set forth in the NASD Manual, as well as all other applicable rules and regulations relating to suitability of investors.
(e) That it is a member of the NASD and is registered as a broker-dealer under the Exchange Act and under the securities laws of the states in which the Units will be offered or sold 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 advertisingit shall maintain such registration in full force and effect at all times hereunder.
(iif) The Placement Agent That it will cause comply with the applicable requirements of the Act (including the delivery of a Prospectus to 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 prospective investor as may reasonably be requested required by the Company, to permit Act) and 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 Exchange Act.
(iiig) The Placement Agent That neither it nor any person acting for it will furnish to each offeree through the Placement Agent, concurrently with making give any offer to such offeree, a copy of the Memorandum and all supplements information 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 relating 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, other than those contained in the Prospectus and it is not authorized to act as agent for the Company for any purpose other than as expressly set forth herein.
(h) To use its best efforts to preserve the confidentiality of any proprietary or such other not publicly available information as is specifically authorized in writing or data provided to the Placement Agent by the Company.
(bi) The That, subject to the limitations set forth above and in compliance with applicable federal and state securities laws and regulations, as well as in accordance with applicable rules and regulations of the NASD, the Placement Agent will comply with the 1933 Act, the 1934 Act shall indemnify 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 hold harmless the Company and its affiliates from and against claims relating to any material breach by the Placement Agent of the foregoing covenants or any other agreements of the Placement Agent contained in this Agreement or resulting from the Placement Agent.
(c) The Placement Agent will promptly inform 's gross negligence or willful misconduct, provided that the Company if promptly notifies the Placement Agent becomes aware of any facts which would cause it such claim and offers the Placement Agent the opportunity to believe that the Memorandum includes any untrue statement of material fact defend against or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light settle such claim with counsel of the circumstances under which they are madePlacement Agent's choice.
(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.
(e) The Placement Agent will not knowingly make, in bad faith, or through willful misconduct, any untrue statement of a material fact in its capacity as Placement Agent ..
Appears in 1 contract
Samples: Placement Agreement (Usa Capital First Trust Deed Fund LLC)
Covenants of the Placement Agent. The Placement Agent covenants and agrees thatagrees:
(a) With To make a best efforts public offering of the Units as soon as, on or after the Effective Date of the Registration Statement, as the Placement Agent deems it reasonably advisable so to do, at the initial public offering price as provided for in the Prospectus.
(b) To fully disclose to prospective investors the Placement Agent’s relationship with the Company, and to perform all of its responsibilities.
(c) That it has been informed of the jurisdictions in which the Company has been advised by counsel (acceptable to the Placement Agent) that the Units have been qualified or registered for sale or are exempt under the respective blue sky or state securities laws of such jurisdictions; but the Company has not assumed, nor will it assume, any obligation or responsibility concerning the Placement Agent’s right to act as broker with respect to the Units in any solicitations such jurisdiction. No offer to sell, solicitation of offers an offer to buy, or sale of Units in a state or other jurisdiction shall be made on behalf by the Placement Agent until the Company has notified the Placement Agent that the Units have been so registered or qualified or are exempt from registration or qualification with the securities authority in such state or other jurisdiction.
(d) That it and any Dealers will offer the Units only to persons who meet (or to those it reasonably believes to meet) the financial qualifications set forth in the Prospectus and the provisions of Rule 2810 of the Company Conduct Rules set forth in the NASD Manual, as well as all other applicable rules and regulations relating to suitability of investors.
(e) That it and any Dealers are members of the NASD and are registered as a broker-dealers under the Exchange Act and under the securities laws of the states in which the Units will be offered or sold by the Placement Agent, including and shall maintain such registration in full force and effect at all times hereunder.
(f) That, in its agreements with Dealers, it will require that Dealers: (i) offer the Units only to persons who meet the financial qualifications set forth in the Prospectus or in any sales persons acting on suitability letter or memorandum sent to them by the Placement Agent's behalf; (ii) only make offers to persons in the states in which it is advised in writing that the Units are qualified for sale or that such qualification is not required; (iii) comply with the provisions of Rule 2810 of the Conduct Rules set forth in the NASD Manual, the as well as all other applicable rules and regulations relating to suitability of investors; and (iv) provide such certification as Placement Agent representsmay reasonably request regarding its compliance with applicable law.
(g) That it will comply with the applicable requirements of the Act (including the delivery of a Prospectus to each prospective investor as required by the Act) and the Exchange Act.
(h) That neither it nor any person acting for it will give any information or make any representations relating to the Company or the Offering, warrants other than those contained in the Prospectus and covenants it is not authorized to act as follows:agent for the Company for any purpose other than as expressly set forth herein.
(i) The Placement Agent will not offer To use its best efforts to preserve the Shares by means confidentiality of any form of general solicitation proprietary or general advertising.
(ii) The Placement Agent will cause each person interested in acquiring Shares through not publicly available information or data provided to 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.
(bj) The That, subject to the limitations set forth above and in compliance with applicable federal and state securities laws and regulations, as well as in accordance with applicable rules and regulations of the NASD, the Placement Agent will comply with the 1933 Act, the 1934 Act shall indemnify 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 hold harmless the Company and its affiliates from and against claims relating to any material breach by the Placement Agent of the foregoing covenants or any other agreements of the Placement Agent contained in this Agreement or resulting from the Placement Agent.
(c) The Placement Agent will promptly inform ’s gross negligence or willful misconduct, provided that the Company if promptly notifies the Placement Agent becomes aware of any facts which would cause it such claim and offers the Placement Agent the opportunity to believe that the Memorandum includes any untrue statement of material fact defend against or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light settle such claim with counsel of the circumstances under which they are madePlacement Agent’s choice.
(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.
(e) The Placement Agent will not knowingly make, in bad faith, or through willful misconduct, any untrue statement of a material fact in its capacity as Placement Agent ..
Appears in 1 contract
Samples: Placement Agreement (Usa Capital First Trust Deed Fund LLC)
Covenants of the Placement Agent. The Placement Agent covenants and agrees thatagrees:
(a) With To make a best efforts public offering of the Units as soon as, on or after the Effective Date of the Registration Statement, as the Placement Agent deems it reasonably advisable so to do, at the initial public offering price as provided for in the Prospectus; provided, however, the Placement Agent agrees to be bound by the terms of the Escrow Agreement executed as of , 2002 (the "Escrow Agreement") by Xxxxx Fargo Bank Arizona, National Association (the "Escrow Agent"), as escrow agent, the Placement Agent and the Company, a signed copy of which the Placement Agent acknowledges has been furnished to it by the Manager, and a conformed copy of which is attached to this Agreement and incorporated herein by this reference.
(b) To fully disclose to prospective investors the Placement Agent's relationship with the Company, and to perform all of its responsibilities.
(c) That it has been informed of the jurisdictions in which the Company has been advised by counsel (acceptable to the Placement Agent) that the Units have been qualified or registered for sale or are exempt under the respective blue sky or state securities laws of such jurisdictions; but the Company has not assumed, nor will it assume, any obligation or responsibility concerning the Placement Agent's right to act as broker with respect to the Units in any solicitations such jurisdiction. No offer to sell, solicitation of offers an offer to buy, or sale of Units in a state or other jurisdiction shall be made on behalf by the Placement Agent until the Company has notified the Placement Agent that the Units have been so registered or qualified or are exempt from registration or qualification with the securities authority in such state or other jurisdiction.
(d) That it will offer the Units only to prospective investors who meet (or to those it reasonably believes to meet) the investor suitability set forth in the Prospectus and the provisions of Rule 2810 of the Company Conduct Rules set forth in the NASD Manual, as well as all other applicable rules and regulations relating to suitability of investors.
(e) That it is a member of the NASD and is registered as a broker-dealer under the Exchange Act and under the securities laws of the states in which the Units will be offered or sold 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 advertisingit shall maintain such registration in full force and effect at all times hereunder.
(iif) The Placement Agent That it will cause comply with the applicable requirements of the Act (including the delivery of a Prospectus to 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 prospective investor as may reasonably be requested required by the Company, to permit Act) and 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 Exchange Act.
(iiig) The Placement Agent That neither it nor any person acting for it will furnish to each offeree through the Placement Agent, concurrently with making give any offer to such offeree, a copy of the Memorandum and all supplements information 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 relating 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, other than those contained in the Prospectus and it is not authorized to act as agent for the Company for any purpose other than as expressly set forth herein.
(h) To use its best efforts to preserve the confidentiality of any proprietary or such other not publicly available information as is specifically authorized in writing or data provided to the Placement Agent by the Company.
(bi) The That, subject to the limitations set forth above and in compliance with applicable federal and state securities laws and regulations, as well as in accordance with applicable rules and regulations of the NASD, the Placement Agent will comply with the 1933 Act, the 1934 Act shall indemnify 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 hold harmless the Company and its affiliates from and against claims relating to any material breach by the Placement Agent of the foregoing covenants or any other agreements of the Placement Agent contained in this Agreement or resulting from the Placement Agent.
(c) The Placement Agent will promptly inform 's gross negligence or willful misconduct, provided that the Company if promptly notifies the Placement Agent becomes aware of any facts which would cause it such claim and offers the Placement Agent the opportunity to believe that the Memorandum includes any untrue statement of material fact defend against or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light settle such claim with counsel of the circumstances under which they are madePlacement Agent's choice.
(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.
(e) The Placement Agent will not knowingly make, in bad faith, or through willful misconduct, any untrue statement of a material fact in its capacity as Placement Agent ..
Appears in 1 contract
Samples: Placement Agreement (Usa Capital First Trust Deed Fund LLC)
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 accept the subscription of any person unless immediately before accepting such subscription the Placement Agent has reasonable grounds to believe that (A) such person is an "accredited investor," and (B) all representations made and information furnished by such person in the Subscription Agreement and related documents are true and correct in all material respects. The Placement Agent agrees to notify the Company promptly if the Placement Agent shall, at any time during the period after delivery of the documents furnished by such person to the Company in connection with subscription for Shares and immediately before the sale of Shares to such person, no longer reasonably believes one or more of the foregoing matters with respect to such person.
(ii) The Placement Agent will not solicit purchasers of Shares other than in the jurisdictions in which such solicitation may, upon the advice of counsel, be made under applicable securities or "blue sky" laws and in which the Placement Agent is qualified so to act.
(iii) The Placement Agent will not sell any Shares to any investor unless a Subscription Agreement is furnished to such investor within a reasonable time prior thereto.
(iv) Upon notice from the Company that the SEC Filings or Executive Summary is to be amended or supplemented (which the Company will promptly give upon becoming aware of any untrue statement of a material fact stated in the SEC Filings or Executive Summary or omission to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading), the Placement Agent will immediately cease use of the SEC Filings or Executive Summary until the Placement Agent has received such amendment or supplement and thereafter will make use of the Executive Summary only as so amended or supplemented, and the Placement Agent will deliver a copy of such amendment or supplement to each Prospective Investor to whom a copy of the SEC Filings or Executive Summary had previously been delivered (and who had not returned such copy) and whose subscription had not been rejected.
(v) The Placement Agent will not make any representations or other statements concerning the Company or the Offering that are not contained in the SEC Filings or Executive Summary.
(vi) The Placement Agent will not offer the or sell any Shares by means of any form of general solicitation or general advertising.
, including, without limitation, (iiA) The Placement Agent will cause each person interested any advertisement, article, notice or other communication published in acquiring Shares through the Placement Agent to provide to the Company the Subscription Agreement and Confidential Investor Questionnaire appended to the Memorandumany newspaper, 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 magazine 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 Offeringsimilar medium, or such other information as is specifically authorized in writing broadcast over television or radio; or (B) any seminar or meeting whose attendees have been invited by the Companygeneral solicitation or general advertising.
(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.
(e) The Placement Agent will not knowingly make, in bad faith, or through willful misconduct, any untrue statement of a material fact in its capacity as Placement Agent ..
Appears in 1 contract
Samples: Sales Agency Agreement (Cardima Inc)
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 accept the subscription of any person unless immediately before accepting such subscription the Placement Agent has reasonable grounds to believe that (A) such person is an "accredited investor," and (B) all representations made and information furnished by such person in the Subscription Agreement and related documents are true and correct in all material respects. The Placement Agent agrees to notify the Company promptly if the Placement Agent shall, at any time during the period after delivery of the documents furnished by such person to the Company in connection with subscription for Shares and accompanying Warrants and immediately before the sale of Shares and accompanying Warrants to such person, no longer reasonably believes one or more of the foregoing matters with respect to such person.
(ii) The Placement Agent will not solicit purchasers of Shares and accompanying Warrants other than in the jurisdictions in which such solicitation may, upon the advice of counsel, be made under applicable securities or "blue sky" laws and in which the Placement Agent is qualified so to act.
(iii) The Placement Agent will not sell any Shares and accompanying Warrants to any investor unless a Subscription Agreement is furnished to such investor within a reasonable time prior thereto.
(iv) Upon notice from the Company that the SEC Filings is to be amended or supplemented (which the Company will promptly give upon becoming aware of any untrue statement of a material fact stated in the SEC Filings or omission to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading), the Placement Agent will immediately cease use of the SEC Filings until the Placement Agent has received such amendment or supplement and the Placement Agent will deliver a copy of such amendment or supplement to each Prospective Investor to whom a copy of the SEC Filings had previously been delivered (and who had not returned such copy) and whose subscription had not been rejected.
(v) The Placement Agent will not make any representations or other statements concerning the Company or the Offering that are not contained in the SEC Filings.
(vi) The Placement Agent will not offer the or sell any Shares and accompanying Warrants by means of any form of general solicitation or general advertising.
, including, without limitation, (iiA) The Placement Agent will cause each person interested any advertisement, article, notice or other communication published in acquiring Shares through the Placement Agent to provide to the Company the Subscription Agreement and Confidential Investor Questionnaire appended to the Memorandumany newspaper, 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 magazine 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 Offeringsimilar medium, or such other information as is specifically authorized in writing broadcast over television or radio; or (B) any seminar or meeting whose attendees have been invited by the Companygeneral solicitation or general advertising.
(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.
(e) The Placement Agent will not knowingly make, in bad faith, or through willful misconduct, any untrue statement of a material fact in its capacity as Placement Agent ..
Appears in 1 contract
Samples: Sales Agency Agreement (Cardima Inc)
Covenants of the Placement Agent. The Placement Agent covenants and agrees thatagrees:
(a) With respect To use its best efforts to preserve the confidentiality of 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, proprietary or not publicly available information or data provided to 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 To fully disclose to those parties that the Placement Agent will comply with contacts on the 1933 Act, Company's behalf the 1934 Act and all applicable Blue Sky Laws capacity in connection with which the offering and sale of the Shares and will offer the Shares only in those states agreed upon by the Company Placement Agent is contacting them and the Placement Agent's relationship with the Company and to perform all its responsibilities.
(c) The Placement Agent will promptly inform Subject to the Company if limitations set forth above and in compliance with applicable federal and state securities laws, rules and regulations as well as in accordance with applicable rules and regulations of the National Association of Securities Dealers, Inc. and NASDAQ, the Placement Agent becomes aware shall indemnify and hold harmless the Company and its affiliates from and against claims relating to any material breach by the Placement Agent of the foregoing covenants or any other agreements of the Placement Agent contained in this Agreement or resulting from the Placement Agent's gross negligence or willful misconduct, provided that the Company promptly notifies the Placement Agent of any facts which would cause it such claim and offers the Placement Agent the opportunity to believe that the Memorandum includes any untrue statement of material fact defend against or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light settle such claim with counsel of the circumstances under which they are madePlacement Agent's choice.
(d) The That it has been informed of the jurisdictions in which the Company has been advised by counsel acceptable to the Placement Agent that the Units have been qualified or registered for sale or are exempt under the respective securities or "Blue Sky" laws of such jurisdictions; but the Company has not assumed, nor will timely tender subscription proceeds they assume, any obligation or responsibility concerning the Placement Agent's right to act as broker with respect to the Escrow Units in any such jurisdiction. No offer to sell, solicitation of an offer to buy, or sale of Units in a state or other jurisdiction shall be made by the Placement Agent and will timely provide until the Company has notified the Placement Agent that the Units have been so registered or qualified or are exempt from registration or qualification with copies of all subscription documents it receives the securities authority in order to enable the Company to determine whether it will accept such state or reject a subscriptionother jurisdiction.
(e) The Placement Agent That it is a broker-dealer properly registered or licensed under applicable federal and securities laws and regulations and under the securities laws and regulations of the states in which the Units will not knowingly make, be offered or sold by it and it shall maintain such registration and/or license in bad faith, or through willful misconduct, any untrue statement full force and effect at all times hereunder.
(f) That it will comply with the applicable requirements of the Act (including the delivery of a material fact Prospectus to each prospective subscriber as required by the Act) and the Securities Exchange Act of 1934 (the "1934 Act").
(g) That neither it nor any person acting for it will give any information or make any representations relating to the Company or the Offering, other than those contained in its capacity the Prospectus and it is not authorized to act as Placement Agent ..agent for the Company for any purpose other than as expressly set forth herein.
(h) That it will comply with xxxxx stock procedures set forth in the 1934 Act and rules and regulations promulgated thereunder which include (i) determining suitability of the security for each customer, (ii) obtaining a written agreement from each customer to purchase the security, (iii) setting forth the identity and quantity of the xxxxx stock to be purchased and (iv) delivering a risk disclosure document to the purchaser prior to the initial transaction in xxxxx stocks.
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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 accept the Shares by means subscription of any form person unless immediately before accepting such subscription the Placement Agent has reasonable grounds to believe and does believe that (A) such person is an accredited investor and (B) all representations made and information furnished by such person in the Subscription Agreement and related documents are true and correct in all material respects. The Placement Agent agrees to notify the Company promptly if the Placement Agent shall, at any time during the period after delivery of general solicitation the documents furnished by such person to the Company in connection with subscription for Shares and immediately before the sale of Shares to such person, no longer reasonably believes one or general advertisingmore of the foregoing matters with respect to such person.
(ii) The Placement Agent will cause each person interested not solicit purchasers of Shares other than in acquiring Shares through the jurisdictions in which such solicitation may, upon the advice of counsel, be made under applicable securities or "blue sky" laws and in which 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 so 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 Actact.
(iii) The Placement Agent will furnish not sell any Shares to each offeree through the Placement Agent, concurrently with making any offer investor unless a Memorandum is furnished to such offeree, investor within 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 Companyreasonable time prior thereto.
(biv) 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 Upon notice from 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 is to be amended or supplemented (which the Company will promptly give upon becoming aware of any untrue statement of material fact or omits to state any a material fact required to be stated therein in the Memorandum or omission to state a material fact necessary in order to make the statements therein not misleading therein, in light of the circumstances under which they are were made.
(d) The , not misleading), the Placement Agent will timely tender subscription proceeds to immediately cease use of the Escrow Memorandum until the Placement Agent has received such amendment or supplement and thereafter will timely provide make use of the Company with copies of all subscription documents it receives in order to enable Memorandum only as so amended or supplemented, and the Company to determine whether it will accept or reject a subscription.
(e) The Placement Agent will deliver a copy of such amendment or supplement to each Prospective Investor to whom a copy of the Memorandum had previously been delivered (and who had not knowingly make, in bad faith, or through willful misconduct, any untrue statement of a material fact in its capacity as Placement Agent ..returned such copy) and whose subscription had not been rejected.
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