Covenants of the Underwriter. The Underwriter covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Covenants of the Underwriter. The Underwriter hereby covenants and agrees with the Company as follows:
Covenants of the Underwriter. The Underwriter covenants and agrees with the Fund that no later than the second business day succeeding Closing Time, it will provide the Fund and the Auction Agent (as defined in the Prospectus) with a list of Existing Holders (as defined in the Prospectus) of Shares, the number of Shares held by each such Existing Holder and the number of Shares it is holding as Underwriter as of the date of such notice.
Covenants of the Underwriter. The Underwriter covenants and agrees with the Company that:
(a) It has not provided and will not provide to any potential investor any information that would constitute “issuer information” within the meaning of Rule 433(h) under the Securities Act other than information contained in the Preliminary Term Sheet (as defined herein).
(b) In disseminating information to prospective investors, it has complied and will continue to comply fully with the rules and regulations, including, but not limited to Rules 164 and 433 under the Securities Act and the requirements thereunder for filing and retention of free writing prospectuses.
(c) It has not disseminated and will not disseminate any information relating to the Offered Certificates in reliance on Rule 167 or 426 under the Securities Act.
(d) It has not disseminated and will not disseminate any information relating to the Offered Certificates in a manner reasonably designed to lead to its broad unrestricted dissemination within the meaning of Rule 433(d) under the Securities Act.
(e) Each Free Writing Prospectus disseminated by such Underwriter bore or will bear the applicable legends required under this Agreement, and no Free Writing Prospectus disseminated by such Underwriter bore or will bear any legend prohibited under this Agreement.
(f) Prior to entering into any Contract of Sale, the Underwriter shall convey the Pricing Free Writing Prospectus to each prospective investor. The Underwriter shall maintain sufficient records to document its conveyance of the Pricing Free Writing Prospectus to each potential investor prior to the formation of the related Contract of Sale and shall maintain such records as required by the rules and regulations.
(g) On or before the Closing Date, the Underwriter shall execute and deliver to Xxxxxxx Xxxxxxxx & Xxxx llp a copy of the original issue discount pricing letter provided to the Representative by Xxxxxxx Xxxxxxxx & Wood llp.
(h) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), they have not made and will not make an offer of Underwritten Certificates to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Underwritten Certificate...
Covenants of the Underwriter. The Underwriter covenants with the Company (i) not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of the Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter, and (ii) that the Underwriter shall not include any “issuer information” (as defined in Rule 433) in any “free writing prospectus” (as defined in Rule 405) used or referred to by the Underwriter without the prior written consent of the Company, other than issuer information that is included (including through incorporation by reference) in a prospectus or free writing prospectus previously filed that relates to the Shares.
Covenants of the Underwriter. The Underwriter covenants and agrees with the Fund that:
(a) In offering and selling the Shares, Underwriter will comply with all applicable requirements of the Acts, the 34 Act and the Rules and Regulations.
(b) Subject to valid exemption(s) from the requirement to register as a broker-dealer under any of the Blue Sky Laws, Underwriter will comply with all applicable requirements of the Blue Sky Laws applicable to Underwriter as a broker-dealer. Underwriter will not offer or sell any of the Shares in any jurisdiction prior to receiving instructions (oral or written) from the Fund that offers may be made in such jurisdiction.
(c) Underwriter will abide by, and take reasonable precautions to insure compliance with, all provisions contained in the Prospectus and this Agreement regulating the terms and manner of conducting the offering of the Shares. Underwriter will not use any offering or selling material other than materials furnished or approved in writing by the Fund. Neither Underwriter nor any of its agents will give any information or make any representation with respect to the Fund other than the information or representations contained in the Prospectus or any sales literature authorized by the Fund for use in connection with the offering of the Shares, or such other information as is specifically authorized by the Fund.
(d) In offering and selling the Shares, Underwriter will comply in all material respects with all applicable rules of the NASD, including Sections 8, 24, and 36 of Article III of the Rules of Fair Practice.
(e) Neither Underwriter nor any of its directors or officers (nor any other person serving in a similar capacity):
(i) Has been convicted within ten years of date hereof of any crime or offense involving the purchase or sale of any security, involving the making of a false statement to the Commission, or arising out of such person's conduct as an underwriter, broker, dealer, municipal securities dealer or investment advisor.
(ii) Is subject to any order, judgment or decree of any court of competent jurisdiction temporarily or preliminarily enjoining or restraining, or is subject to any order, judgment or decree of any court of competent jurisdiction, entered into within five years prior to the date hereof, permanently enjoining or restraining such person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security, involving the making of a false filing with the Commission, or ari...
Covenants of the Underwriter. The Underwriter hereby represents and agrees that:
(a) It has not made, and will not make any offer relating to the Shares that would constitute a free writing prospectus, without the prior consent of the Company, which consent shall not be unreasonably withheld.
(b) Any free writing prospectus used or referred to by it will not be subject to broad unrestricted dissemination and will not be required to be filed with the Commission, in accordance with Rule 433 under the Securities Act, as a result of any action taken or caused to be taken by it, without the prior written consent of the Company, which consent shall not be unreasonably withheld.
(c) Any free writing prospectus used or referred to by it, except any “issuer free writing prospectus” as defined in Rule 433 under the Securities Act, as to which it makes no representation or warranty, complied in all material respects with the Securities Act.
(d) The Underwriter has not and will not sell Shares equal to more than 3% of the outstanding Common Shares to any one buyer or any group of buyer acting together unless the Underwriter has taken reasonable steps to determine that such buyer will not own more than 5% of the outstanding Common Shares immediately after such sale.
Covenants of the Underwriter. The Underwriter covenants and agrees with the Fund as follows:
(a) It will sell Shares only to a person who has agreed to execute and deliver or who has already executed and delivered a Master Xxxxxxxxx’s Letter (as defined in the Prospectus) in accordance with the terms of the Prospectus.
(b) No later than Closing Time, it will execute and deliver a Master Xxxxxxxxx’s Letter in accordance with the terms of the Prospectus.
(c) No later than the second business day succeeding Closing Time, it will provide the Fund and the Auction Agent (as defined in the Prospectus) with a list of the persons to whom it has sold Shares, the number of Shares sold to each such person and the number of Shares it is holding as of the date of such notice.
Covenants of the Underwriter. (a) The Underwriter covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
(b) The Underwriter covenants with the Company not to use, authorize use of, refer to, or participate in the planning for use of, any free writing prospectus other than a previously filed issuer free writing prospectus without the prior consent of the Company.
(c) The Underwriter covenants with the Company that it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used or referred to by it, in accordance with Rule 433 under the Securities Act.
Covenants of the Underwriter. The Underwriter covenants and agrees with the Company that the Underwriter will offer for sale to the public, as described in the Prospectus, the Securities as soon after this Agreement has been executed by the Underwriter as the Underwriter has determined is advisable and practicable.
