Covenants of the Selling. SECURITYHOLDER. The Selling Securityholder covenants and agrees with each of the several Underwriters that:
(a) The Selling Securityholder will not, directly or indirectly, (i) take any action designed to cause or result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company or the Selling Securityholder to facilitate the sale or resale of the Securities or (ii) (A) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of, the Securities or (B) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Company or the Selling Securityholder other than as provided by this Agreement.
(b) The Selling Securityholder will not, directly or indirectly, without the prior written consent of Prudential Securities Incorporated, offer, sell, offer to sell, contract to sell, grant any option to purchase or otherwise sell or dispose (or announce any offer, sale, offer of sale, contract of sale, grant of any option to purchase or other sale or disposition) of any Securities legally or beneficially owned by the Selling Securityholder or any securities convertible into, or exchangeable or exercisable for, Securities for a period of 180 days after the date hereof, except pursuant to this Agreement.
(c) As soon as the Selling Securityholder is advised thereof, the Selling Securityholder will advise the Representatives (and immediately thereafter confirm such advise in writing), (i) of receipt by the Selling Securityholder or by any representative or agent of the Selling Securityholder, of any communication from the Commission relating to the Registration Statement, the Prospectus or any Preliminary Prospectus, or any notice or order of the Commission relating to the Company or the Selling Securityholder in connection with the transactions contemplated by this Agreement and (ii) of the happening of any event which makes or may make any statement of a material fact made in the Registration Statement, the Prospectus or any Preliminary Prospectus untrue or that requires the making of any change in the Registration Statement, Prospectus or Preliminary Prospectus, as the case may be, in order to make such statement, in light of the circumstances in which it was made, not misleading.
Covenants of the Selling. Stockholders. Each Selling Stockholder further covenants and agrees with each Underwriter as follows:
(a) Delivery of Form W-8 or W-9. Such Selling Stockholder will deliver to the Representatives prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-8 (if such Selling Stockholder is a non- United States person) or Form W-9 (if such Selling Stockholder is a United States Person).
Covenants of the Selling. Stockholders 15
(a) Agreement Not to Offer or Sell Additional Securities 15 (b) Delivery of Form W-9 16
(a) Accountants’ Comfort Letter 17
Covenants of the Selling. GROUP SHAREHOLDERS AND SSII, SPII, NWI, AND NII The Selling Group Shareholders and SSII, SPII, NWI, and NII, jointly and severally, covenant and agree with AMS that, at all times between the date hereof and the Closing, the Selling Group Shareholders will cause SSII, SPII, NWI, and NII to comply with all covenants and provisions of this Article V, except to the extent AMS may otherwise consent in writing or to the extent otherwise expressly required or permitted by this Agreement.
Covenants of the Selling. Stockholders
(a) not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus;
(b) not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(c) to pay or cause to be paid all taxes, if any, on the transfer and sale of the Shares being sold by such Selling Stockholder under the terms of this Agreement; and
(d) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriters a Lock-Up Agreement.
Covenants of the Selling. Stockholders. Each Selling Stockholder, severally and not jointly, covenants and agrees as follows:
5.1 Such Selling Stockholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Firm Shares in violation of the Securities Act or Exchange Act
5.2 Such Selling Stockholder will deliver to the Representative on or prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person) or such other applicable form or statement specified by Treasury Department regulations in lieu thereof.
5.3 Such Selling Stockholder agrees that it will not prepare or have not prepared on its behalf or use or refer to any "free writing prospectus" (as defined in Rule 405 of the Rules and Regulations) and agrees that it will not distribute any written materials in connection with the offer or sale of the Firm Shares.
5.4 During the Prospectus Delivery Period, such Selling Stockholder will advise the Representative promptly, and will confirm such advice in writing to the Representative, of any change in the information relating to such Selling Stockholder in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
Covenants of the Selling. Stockholders Each Selling Stockholder, severally and not jointly, covenants with each Underwriter as follows:
(a) Each Selling Stockholder has or will deliver to each Underwriter (or its agent), at or prior to the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.
(b) Each Selling Stockholder has or will deliver to each Underwriter (or its agent), at or prior to the date of execution of this Agreement, to the extent such Selling Stockholder is not a natural person, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of any additional documentation necessary to comply with 31 CFR § 1010.230.
(c) All sums payable by the Company or any Selling Stockholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, including any stamp, transfer or other similar taxes, unless the deduction or withholding is required by law, in which case the Company or the applicable Selling Stockholder, as the case may be, shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made.
(d) All sums payable to an Underwriter shall be considered exclusive of any stamp, transfer, value added or similar taxes. Where the Company or, as the case may be, a Selling Stockholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Company or the applicable Selling Stockholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable stamp, transfer, value added or similar tax.
(e) If any Selling Stockholder is not a U.S. person for U.S. federal income tax purposes, the Company will deliver to each Underwriter (or its agent) on or before the Closing Date, (i) a certificate with respect to the Company’s status as a “United States real property holding corporation,” dated not more than thirty (30) days prior to the Closing Date, as described in Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), and (ii) proof of delivery to the IRS of the required notice, as described in Treasury Regulations 1.897-2(h)(2).
Covenants of the Selling. Stockholders. Each of the Selling Stockholders covenants with each of the U.S. Underwriters as follows:
Covenants of the Selling. STOCKHOLDER 12 5.1. Agreement Not to Compete ........................ 12 5.2. Further Assurances ..............................
Covenants of the Selling. Stockholders. The Selling Stockholders covenant and agree with each of the Underwrites that:
(a) Each Selling Stockholder will not, directly or indirectly, without the prior written consent of Prudential Securities Incorporated, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise sell or dispose (or announce any offer, sale, offer of sale, contract of sale, pledge, grant of any option to purchase or other sale or disposition) of any Securities legally or beneficially owned by such Selling Stockholder or any securities convertible into, or exchangeable or exercisable for, Securities for a period of one hundred and eighty (180) days after the date hereof.
(b) Each Selling Stockholder will not, directly or indirectly, (i) take any action designed to cause or result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or (ii) (A) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of, the Securities or (B) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Company.
