Common use of Covenants of the Selling Shareholder Clause in Contracts

Covenants of the Selling Shareholder. The Selling Shareholder further covenants and agrees with the Underwriters as follows: (a) Such Selling Shareholder, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid all expenses (including transfer taxes allocated to the respective transferees) incurred by such Selling Shareholder in connection with the delivery to the Underwriters of the Shares to be sold by such Selling Shareholder hereunder. (b) Such Selling Shareholder will deliver to the Underwriters prior to the Closing Date a properly completed and executed United States Treasury Department Form W-9 or the applicable Form W-8 (or other applicable form or statement specified by the United States Treasury Department regulations in lieu thereof). (c) During the Prospectus Delivery Period, such Selling Shareholder will advise the Underwriters promptly, and if requested by the Underwriters, will confirm such advice in writing, of any change in information relating to such Selling Shareholder in the Registration Statement or the Prospectus. (d) Such Selling Shareholder agrees that it will not prepare or have prepared on its behalf or use or refer to any “free writing prospectus” (as such term is defined in Rule 405 under the Securities Act), and agrees that it will not distribute any written materials in connection with the offer or sale of the Selling Shareholder Shares.

Appears in 3 contracts

Samples: Underwriting Agreement (Primega Group Holdings LTD), Underwriting Agreement (Primega Group Holdings LTD), Underwriting Agreement (Primega Group Holdings LTD)

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Covenants of the Selling Shareholder. The Selling Shareholder further Shareholder, covenants and agrees with the Underwriters each Underwriter as follows: (a) Such The Selling Shareholder, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid all expenses (including transfer taxes allocated to the respective transferees) incurred by such Selling Shareholder in connection with the delivery to the Underwriters of the Selling Shareholder Shares to be sold by such Selling Shareholder hereunder. (b) Such The Selling Shareholder will deliver to the Underwriters prior to the Closing Date a properly completed and executed United States Treasury Department Form W-9 or the applicable Form W-8 (or other applicable form or statement specified by the United States Treasury Department regulations in lieu thereof).W-8BEN-E. (c) During the Prospectus Delivery Period, such the Selling Shareholder will advise the Underwriters promptly, and if requested by the Underwriters, will confirm such advice in writing, of any change in information relating to such Selling Shareholder in the Registration Statement or the Prospectus. (d) Such the Selling Shareholder agrees that it will not prepare or have prepared on its behalf or use or refer to any “free writing prospectus” (as such term is defined in Rule 405 under the Securities Act), and agrees that it will not distribute any written materials in connection with the offer or sale of the Selling Shareholder Underwritten Shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Mingteng International Corp Inc.), Underwriting Agreement (Mingteng International Corp Inc.)

Covenants of the Selling Shareholder. The Selling Shareholder further Shareholder, covenants and agrees with the Underwriters each Underwriter as follows: (a) Such The Selling Shareholder, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid all expenses (including transfer taxes allocated to the respective transferees) incurred by such Selling Shareholder in connection with the delivery to the Underwriters of the Firm Resale Shares to be sold by such Selling Shareholder hereunder. (b) Such The Selling Shareholder will deliver to the Underwriters prior to the Closing Date a properly completed and executed United States Treasury Department Form W-9 or the applicable Form W-8 (or other applicable form or statement specified by the United States Treasury Department regulations in lieu thereof).W-8BEN-E. (c) During the Prospectus Delivery Period, such the Selling Shareholder will advise the Underwriters promptly, and if requested by the Underwriters, will confirm such advice in writing, of any change in information relating to such Selling Shareholder in the Registration Statement or the Prospectus. (d) Such the Selling Shareholder agrees that it will not prepare or have prepared on its behalf or use or refer to any “free writing prospectus” (as such term is defined in Rule 405 under the Securities Act), and agrees that it will not distribute any written materials in connection with the offer or sale of the Selling Shareholder Underwritten Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Majestic Ideal Holdings LTD)

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Covenants of the Selling Shareholder. The Selling Shareholder further covenants and agrees with the Underwriters Underwriter as follows: (a) Such Selling Shareholder, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid all expenses (including transfer taxes allocated to the respective transferees) incurred by such Selling Shareholder in connection with the delivery to the Underwriters of the Shares to be sold by such Selling Shareholder hereunder. (b) Such Selling Shareholder will deliver to the Underwriters prior to the Closing Date a properly completed and executed United States Treasury Department Form W-9 or the applicable Form W-8 (or other applicable form or statement specified by the United States Treasury Department regulations in lieu thereof)W-8. (c) During the Prospectus Delivery Period, such Selling Shareholder will advise the Underwriters promptly, and if requested by the Underwriters, will confirm such advice in writing, of any change in information relating to such Selling Shareholder in the Registration Statement or the Prospectus. (d) Such Selling Shareholder agrees that it it/he will not prepare or have prepared on its its/his behalf or use or refer to any “free writing prospectus” (as such term is defined in Rule 405 under the Securities Act), and agrees that it it/he will not distribute any written materials in connection with the offer or sale of the Selling Shareholder Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Wellchange Holdings Co LTD)

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