Covenants of Underwriters Sample Clauses

Covenants of Underwriters. (a) Each Underwriter understands that no action has been or will be taken in any jurisdiction, except in the United States, that would permit a public offering of the Securities, or the possession, circulation or distribution of the Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus or any other material relating to the Company in any jurisdiction where action for that purpose is required.
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Covenants of Underwriters. The Underwriters shall offer the Shares for sale to the public, in the Qualifying Provinces and the United States of America, through investment dealers and brokers duly licensed under applicable laws (the Underwriters, together with such other investment dealers and brokers, are collectively referred to herein as the "SELLING FIRMS"), only as permitted by Applicable Securities Laws, upon the terms and conditions set forth in the Final Prospectuses and in this Agreement. The Underwriters will not solicit offers to purchase or sell the Shares so as to require registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdiction other than the Qualifying Provinces or the United States and will require each Selling Firm to agree with the Underwriters not to so solicit or sell. The Underwriters shall use all reasonable efforts to complete and to cause the other Selling Firms to complete the distribution of the Shares as soon as possible after the Closing Date. The Underwriters shall notify the Company when, in their opinion, the Underwriters and the other Selling Firms have ceased distribution of the Shares and provide a breakdown of the number of Shares distributed in each of the Qualifying Provinces where such breakdown is required for the purpose of calculating fees payable to Qualifying Authorities.
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Covenants of Underwriters. (a) Each of the Underwriters severally, and not jointly, covenants and agrees with the Depositor and NMAC that other than the Preliminary Prospectus and the Final Prospectus, without the Depositor and NMAC’s prior written approval, such Underwriter has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) relating to the offer and sale of the Notes that would constitute a “prospectus” or a “free writing prospectus,” each as defined in the Securities Act or the Rules and Regulations thereunder, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Securities Act) containing no more than the following: (A) information contemplated by Rule 134 under the Securities Act and included or to be included in the Preliminary Prospectus or the Final Prospectus, including but not limited to, information relating to the class, size, weighted average life, rating, expected final payment date, legal maturity date, and/or the final price of the Notes, as well as a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes, and (B) information customarily included in confirmations of sales of securities and notices of allocations (each such written communication, an “Underwriter Free Writing Prospectus”); and (ii) unless otherwise consented to by the Depositor and NMAC, no such Underwriter Free Writing Prospectus shall be conveyed in a manner reasonably designed to lead to its broad unrestricted dissemination such that, as a result of such conveyance, the Depositor or NMAC shall be required to make any filing of such Underwriter Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act.
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Covenants of Underwriters. 10 SECTION 3.
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Covenants of Underwriters. The Representatives, on their own behalf and on behalf of the other Underwriters, acknowledge that they have received a copy of the Letter Agreement and will conduct their underwriting activities, including the offering of any Securities, in compliance with the applicable terms of the Letter Agreement. The Representatives have furnished to the Company a true, complete and correct copy of the Purchase Agreement, and will promptly deliver to the Company any amendment or supplement thereto when entered into.
Sample 1
Covenants of Underwriters. The Underwriters shall offer the Shares for sale to the public through investment dealers and brokers duly licensed under applicable laws (the Underwriters, together with such other investment dealers and brokers, are collectively referred to herein as the "SELLING FIRMS"), only as permitted by applicable securities laws, upon the terms and conditions set forth in the Final Prospectuses and in this Agreement. The Underwriters will not solicit offers to purchase or sell the Shares so as to require registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdiction other than the Qualifying Provinces or the United States and will require each Selling Firm to agree with the Underwriters not to so solicit or sell. The Underwriters shall use all reasonable efforts to complete and to cause the other Selling Firms to complete the distribution of the Shares as soon as possible after the Closing Date. The Underwriters shall notify the Company when, in their opinion, the Underwriters and the other Selling Firms have ceased distribution of the Shares and provide a breakdown of the number of Shares distributed in each of the Qualifying Provinces where such breakdown is required for the purpose of calculating fees payable to Qualifying Authorities. To facilitate compliance with NASD Rule 2711(f)(4), CIBC World Markets Corp. shall provide written notice to the Company and each of the other Underwriters that is member of the NASD in advance of any consent given on behalf of the Underwriters, pursuant to Section 6(e) or 6(f) of this Agreement, to a waiver of the sales restrictions contained therein, and will not consent to a waiver of such sales restrictions prior to 15 days after the publication or distribution of any research report relating to the Company or the making of any public appearance concerning the Company by an Underwriter that is member of the NASD, unless such research report or public appearance, as applicable, is one to which NASD Marketplace Rule 2711(f)(4) does not, pursuant to its terms, apply.
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Covenants of Underwriters. (a) Each Underwriter understands that no action has been or will be taken in any jurisdiction, except in the United States, that would permit a public offering of the Securities, or the possession, circulation or distribution of the Prospectus or any other material relating to the Company in any jurisdiction where action for that purpose is required. Each Underwriter represents and agrees that it has complied and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes any registration statement, prospectus or any amendment or supplement thereto or any such other material, in each case at its own expense.
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Covenants of Underwriters. (a) Each Regulation S Underwriter understands that the Regulation S Shares have not been and will not be registered under the Securities Act and may not be offered or sold except in accordance with Regulation S under the Securities Act. Each Regulation S Underwriter represents, warrants and agrees that it has not offered or sold, and will not offer or sell, any Regulation S Shares constituting part of its allotment except in accordance with Rule 903 of Regulation S under the Securities Act.
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Related to Covenants of Underwriters

  • Representations and Covenants of Underwriters 4.1 The Underwriters shall offer the Offered Securities for sale to the public, directly and through the Selling Dealer Group only in compliance with applicable Securities Legislation and upon the terms and conditions set forth in the Amended and Restated Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Prospectus, any Prospectus Amendment and U.S. Prospectus Amendment and this Agreement. The Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution (i) in any Qualifying Province where a Preliminary MRRS Decision Document, an Amended and Restated MRRS Decision Document and Final MRRS Decision Document has been obtained from the applicable Securities Commission; and (ii) in the United States, unless, in each case, the Underwriters receive notice to the contrary from the Corporation or the applicable Securities Commission or the SEC. The Underwriters shall use all reasonable efforts to complete and to cause the Selling Dealer Group to complete the distribution of the Offered Securities as soon as possible after the Offering Closing Time, subject to the termination provisions contained herein.

  • Covenants of the Underwriters Each Underwriter severally 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 such 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 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.

  • Representation of Underwriters The Representatives will act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representatives will be binding upon all the Underwriters.

  • Representations, Warranties and Covenants of the Underwriters (1) Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Corporation that:

  • Covenants of the Dealer Manager The Dealer Manager covenants and agrees with the Company as follows:

  • Indemnification of Underwriters The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

  • Defaults of Underwriters If any Underwriter or Underwriters default in their obligations to purchase Notes hereunder on the Closing Date and arrangements satisfactory to the Representatives and the Seller for the purchase of such Notes by other persons are not made within 24 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Seller, except as provided in Section 13 and except that, if the aggregate principal amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall be 10% or less of the aggregate principal amount of all the Notes set forth in Schedule I hereto, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Notes set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

  • Covenant of the Underwriters Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

  • Covenants of the Vendor The Vendor covenants and agrees with the Purchaser as follows:

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